TCR_Public/090203.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, February 3, 2009, Vol. 13, No. 33

                            Headlines


1030 ROBINSON: Case Summary & 20 Largest Unsecured Creditors
ADVANTA BANK: S&P Cuts Counterparty Credit Rating to 'B'
ADVANTA CORP: Moody's Junks Senior Unsecured Rating from 'B1'
ADVANTA CORP: S&P Downgrades Counterparty Credit Rating to 'B-'
AGRIPROCESSORS INC: Pays More Than $2MM to Livestock Suppliers

AH&T INVESTMENTS: Case Summary & 19 Largest Unsecured Creditors
ALLBRITTON COMMUNICATIONS: Moody's Cuts Corporate Rating to 'B3'
AMERICAN MEDIA: Expects At Least $220 Million Impairment Charges
ATA AIRLINES: Court OKs Settlement of Non-Union Employee Claims
ATA AIRLINES: Says Signature's Indemnity Claims Are Not Valid

AVISTAR COMMS: Gerald J. Burnett Has 41.12% Stake
AVISTAR COMMUNICATIONS: Reappoints Michael Horn as VP-Operations
BANK OF AMERICA: Merrill Settles SEC's Non-Disclosure Suit
BASSETT FURNITURE: In Talks With Lenders for Covenant Waivers
BAYHILL CAPITAL: Dec. 31 Balance Sheet Upside Down by $373,696

BAYHILL CAPITAL: Roy D. Banks Resigns as Director
BERNARD L. MADOFF: List of Largest Exposures; Appearances in Case
BERNARD L. MADOFF: Court Denies Prisoner's Request to Intervene
BERNARD L. MADOFF: Ex-Worker Objects to Bill for Boss's Mercedes
BKF CAPITAL: Relocates Offices to Boca Raton, Florida

BKF CAPITAL: Royce & Associates Owns 7.7% of Shares
BONTEN MEDIA: S&P Downgrades Corporate Credit Rating to 'SD'
BRIGHTER MINDS: Files for Chapter 11 Bankruptcy Protection
CALIFORNIA STATE: Will Delay $4-Bil. Payments to Preserve Cash
CARABEL EXPORT: Case Summary & 19 Largest Unsecured Creditors

CARABEL EXPORT: Status Conference Today; 341 Meeting on Feb. 12
CARABEL EXPORT: Court to Hear Cash Collateral Use Extension Today
CARBIZ INC: DSC Buys SWC's Lender Rights Under Loan Pact
CARE FOUNDATION: Case Summary & 19 Largest Unsecured Creditors
CENTURY ALUMINUM: S&P Downgrades Corporate Credit Rating to 'B'

CHRIS' AUTO: Voluntary Chapter 11 Case Summary
CHRYSLER LLC: Will Disclose Attrition Programs at U.S. Plants
CITIGROUP INC: Sandy Weill to Give Up Right to Use Co. Aircraft
CLEARWATER NATURAL: Wants to Access $10-Mil. BofA DIP Facility
CMP SUSQUEHANNA: S&P Junks Corporate Credit Rating

COLONIAL BANCGROUP: S&P Downgrades Counterparty Rating to 'B'
COMFORT COMPANY: Creditors Okay Reorganization Plan
COLONIAL CAPITAL: Fitch Slashed Rating to 'B+', Not 'BB'
COMPETITIVE TECHNOLOGIES: To Regain NYSE Compliance by June 2010
CONSTAR INTL: Disclosure Hearing Today; No Objections Received

CORD BLOOD: Amends Securities Purchase Agreement with Tangiers
COTT CORP: S&P Junks Corporate Credit Rating From 'B-'
CYBERDEFENDER CORP: CFO Owns 8,500 Shares of Stock
DAE AVIATION: S&P Downgrades Corporate Credit Rating to 'B'
DOLLAR THRIFTY: Reports Continued NYSE Listing

DOUBLE JJ: Axiom Entertainment Wants to Acquire Firm
DRAKE CONDOS: Case Summary & 3 Largest Unsecured Creditors
DRAKE CONDOS: Sec. 341 Creditors Meeting Slated for Feb. 4
EASTMAN KODAK: Fitch Downgrades Issuer Default Rating to 'B-'
EASTMAN KODAK: S&P Keeps B Corp. Credit Rating on Negative Watch

ENVIROSOLUTIONS HOLDINGS: S&P Affirms 'CCC+' Corporate Rating
ESPRE SOLUTIONS: Seeks Chapter 11 Protection; Facing Two Lawsuits
EXACT SCIENCES: Laurence W. Lytton Discloses 4.6% Equity Stake
FREESCALE SEMICONDUCTOR: Fitch Junks Issuer Rating from 'B'
GELLERWP LLC: Voluntary Chapter 11 Case Summary

GENERAL MOTORS: Will Disclose Attrition Programs at U.S. Plants
GIBRALTAR INDUSTRIES: Moody's Cuts Corp. Family Rating to 'B1'
HARTMARX CORP: US Trustee Forms Seven-Member Creditors Committee
HAWAIIAN TELCOM: U.S. Trustee Amends Creditors Panel Roster
HAWKER BEECHCRAFT: S&P Put B+ Corp. Credit Rating on WatchNeg.

HENDRX CORP: Court Orders Delivery of Shares to Worldwide
INFINITO GOLD: Commences Debt Restructuring; Issues C$42MM Notes
INPLAY TECH: Compensation Committee Amends Director Fees Payment
INTEGRATED CONSTRUCTION: Voluntary Chapter 11 Case Summary
INTERSTATE BAKERIES: American Appraisal Seeks $254,000 in Fees

LEAR CORP: Financial Risk Profile Cues S&P's Junk Rating From B-
LEHMAN BROTHERS: In Talks With TPG-Austin on Capital Requirements
MASHANTUCKET WESTERN: S&P Puts 'BB-' Credit Rating on WatchNeg.
MECACHROME INTERNATIONAL: S&P Withdraws 'D' Corporate Rating
MGM MIRAGE: S&P Downgrades Corporate Credit Rating to 'B+'

MICHAEL McCLELLAND: Voluntary Chapter 11 Case Summary
MICHAEL VICK: Court Okays Hiring of Brokers to Sell Cars & Boats
MOHEGAN TRIBAL: S&P Downgrades Issuer Credit Rating to 'B'
MORIN BRICK: Gets Authority to Continue Borrowings from BofA
MPC COMPUTERS: Flextronics, et al., Object to Auctioneer Pact

MPC COMPUTERS: Panel Gets Okay to Tap Hahn & Hessen as Counsel
MPC COMPUTERS: Hearing on Drinker Biddle Retention on Feb. 20
MPC COMPUTERS: Panel Gets Approval to Tap Mesirow as Advisors
NATIONWIDE EQUITIES: Case Summary & 14 Largest Unsec. Creditors
NES RENTALS: Soft Demand Prompts Moody's Junk Rating from 'B3'

NEWARK GROUP: Decline in Product Demand Cues S&P's Junk Rating
NORANDA ALUMINUM: Moody's Reviews 'B2' Rating for Possible Cut
NORTEL NETWORKS: 4-Man Panel Named; Sec. 341 Meeting on Feb. 19
NORTEL NETWORKS: Seeks to Hire Morris Nichols as Delaware Counsel
NORTEL NETWORKS: Court Okays Hiring of Epiq as Notice Agent

NORTEL NETWORKS: Objections to Chapter 15 Petition Due Feb. 13
NOVASCOTIAN CRYSTAL: Files for Bankruptcy Protection
NOVELIS INC: Moody's Downgrades Corporate Family Rating to 'B2'
OCCULOGIX INC: Appoints Anthony E. Altig to Board of Directors
OCCULOGIX INC: Changes Name, Conducts Business as TearLab Corp.

PATRIOT HOMES: May Continue Using Cash Collateral Until Feb. 6
PATRIOT HOMES: Seeks Permission to Sell Alabama Personal Property
PATRIOT HOMES: Plan Filing Period Extended to April 24, 2009
PATRIOT HOMES: Obtains Final Authority to Borrow $500,000
PILGRIM'S PRIDE: Disputes Validity of Reclamation Claims

PILGRIM'S PRIDE: Wants Automatic Stay Extended to Third Parties
PILGRIM'S PRIDE: Resolves Payment Obligation with Harris N.A.
PPG INDUSTRIES: 3 Cos. to Contribute $400MM to PPG Trust
PRIDE INT'L: Fitch Upgrades Issuer Default Rating to 'BB+'
PROTRUST MANAGEMENT: Charged by SEC with TARP Misrepresentation

QUANTUM CORP: Liquidity Concerns Cue Moody's Rating Cut to 'Caa1'
REGAL ENTERTAINMENT: Fitch Affirms Issuer Default Rating at 'B+'
RENEW ENERGY: Can Access $2.5MM West Pointe Facility on Interim
RENEW ENERGY: Files for Bankruptcy; Secures $10MM West DIP Loan
RENEW ENERGY: Case Summary & 25 Largest Unsecured Creditors

ROBERT HOFF: Voluntary Chapter 11 Case Summary
ROYAL CARIBBEAN: Moody's Downgrades Corp. Family Rating to 'Ba2'
ROYAL CARIBBEAN: S&P Puts BB Corp. Credit Rating on WatchNeg.
SAWDUST ROAD: First Tennessee Balks at Bid to Use Cash Collateral
SAWDUST ROAD: Voluntary Chapter 11 Case Summary

SBARRO INC: S&P Downgrades Corporate Credit Rating to 'CC'
SCO GROUP: Oct. 31 Balance Sheet Upside Down by $4.1 Million
SCOTTICH ANNUITY: S&P Revises Counterparty Credit Rating to 'SD'
SCOTTISH RE: S&P Revises Counterparty Credit Rating to 'R'
SELECT MEDICAL: S&P Downgrades Corporate Credit Rating to 'B-'

SILI INC: Case Summary & 19 Largest Unsecured Creditors
SINOBIOMED INC: Issues 2.25 Million Shares to Individual
SIRIUS XM: Faces Feb. 17 Deadline to Pay Back $174.6MM in Debt
SPANSION INC: Bertrand Cambou Leaves Co. as Pres., CEO & Director
SRIRANGARAJAH THURAISINGHAM: Voluntary Chapter 11 Case Summary

ST LAWRENCE HOMES: Files for Bankruptcy in North Carolina
STARWOOD HOTELS: Lowered Guidance Won't Affect S&P's 'BB+' Rating
TEAM CHEVROLET: Files for Chapter 11 Bankruptcy Protection
THOMAS HOLDINGS: Files for Bankruptcy to Keep Sunset Whitney
TRIUMPH INVESTMENT: Voluntary Chapter 11 Case Summary

TROPICANA ENTERTAINMENT: Opco Lenders to Get Up to 72.7% of Claims
TROPICANA ENTERTAINMENT: Must Save Cash to Hit June 30 Exit Target
TOUSA INC: Seeks June 22 Extension of Plan Filing Deadline
TUBE CITY: S&P Affirms Corporate Credit Rating at 'B+'
U.S. ENERGY: Can Access Silver Point's Cash Collateral on Interim

UNITED PANAM: Gets Covenant Waivers on $250MM Warehouse Line
VELOCITY EXPRESS: Dec. 27 Balance Sheet Upside Down by $22 Mil.
VELOCITY EXPRESS: To Seek Noteholders' Consent on New Credit Loan
WESTMORELAND COAL: Names Alessi as Pres. & CEO After Lobb Resigns
WINDSOR FINANCING: Moody's Downgrades Ratings on Bonds to 'Ba3'

XIOM CORP: Sept. 30 Balance Sheet Upside Down by $796,876
ZAMBRANO CORPORATION: Involuntary Chapter 11 Case Summary

* Moody's Corrects Press Release on Various Notes by Three Deals

* Bankruptcy Filings in Canada Increase 9% in November 2008
* FTI Promotes 10 Professionals to Senior Managing Director

* Large Companies with Insolvent Balance Sheets


                            *********

1030 ROBINSON: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 1030 Robinson Owner, LLC
        800 West Ivy
        San Diego, CA 92101

Bankruptcy Case No.: 09-01059

Chapter 11 Petition Date: January 30, 2009

Court: Southern District of California (San Diego)

Judge: Peter W. Bowie

Debtor's Counsel: Michael D. Breslauer, Esq.
                  mbreslauer@swsslaw.com
                  Solomon Ward Seidenwurm & Smith, LLP
                  401 B Street, Suite 1200
                  San Diego, CA 92101
                  Tel: (619) 231-0303

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
S&L Financial, Inc.            loan              $856,279
3400 Fourth Avenue
San Diego, CA 92103

Kestrel Holdings (USA), Inc.   loan              $680,879
2500 North Lakeview Avenue
Suite 1604
Chicago, IL 60614

Hillcrest Towers HOA           condominiums dues $22,961
c/o Castle Breckenridge Mgmt
5185 Comanche Drive, Ste D
La Mesa, CA 91941

Saied Kashani                                    $5,800

Steven Wendroff, CPA           service rendered  $4,000

Thomas Christensen             security deposit  $1,995

Donald Eliason                 security deposit  $1,745

Steven Spear                   security deposit  $1,745

Cass Dabbs                     security deposit  $1,745

Trent Osier                    security deposit  $1,745

Anupam Goel                    security deposit  $1,695

Kenneth Cloutman               security deposit  $1,695

Ashlee Fletcher & K.           security deposit  $1,695
Hernandez

Keith Overland                 security deposit  $1,695

Deepa Kumar & Serena           security deposit  $1,695
Monder

Keith Anderson                 security deposit  $1,695

Jennifer Boos & Marie          security deposit  $1,695
Buening

Joseph Merrill                 security deposit  $1,695

Jeff Hunt                      security deposit  $1,695

Casey Burgener                 security deposit  $1,445

The petition was signed by Tracy Mehki, manager of the company.


ADVANTA BANK: S&P Cuts Counterparty Credit Rating to 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on Advanta Corp. to 'B-' from 'B+' and
its long-term counterparty credit rating on Advanta's operating
subsidiary, Advanta Bank Corp., to 'B' from 'BB-'.  The outlook
remains negative.

"The downgrade reflects our expectation that Advanta's asset
quality will continue to deteriorate materially because of
recessionary economic conditions, likely leading to further
quarterly net losses in 2009.  Increasing losses in Advanta's
revolving securitization trust could also trigger cash
trapping mechanisms and ultimately hinder the company's ability to
fund itself via the asset-backed securities market over the
longer-term," said Standard & Poor's credit analyst Rian Pressman.

For the three months and 12 months ended Dec. 31, 2008, Advanta
reported net losses of $46.9 million and $43.8 million,
respectively -- worse than expected.  These losses were mostly
driven by higher credit provisions, as management built the credit
allowance to address accelerating net charge-offs, which reached
nearly 12% of average managed receivables at yearend.  This
ratings action incorporates S&P's expectation that managed losses
will increase materially in 2009, as worsening economic conditions
continue to pressure the company's small business clients.  It
also incorporates S&P's expectation that the 4.5% initial trigger
associated with the cash-trapping mechanism in Advanta's revolving
securitization trust will likely be breached in 2009, given this
higher loss forecast.  However, a breach of the initial trigger
will not, in and of itself, result in further negative ratings
action.

ABC's liquidity and capital position remains strong, allaying
S&P's immediate concerns regarding the possibility of adverse
regulatory actions.  Cash and liquid investments totaled
$2.6 billion, or 53%, of managed receivables (including
$150 million in liquid assets held at the holding company), and
ABC is eligible to borrow from the Federal Reserve Discount
Window.  At yearend 2008, ABC's Tier 1 and total capital ratios
were a strong 35.4% and 38.4%, respectively; however, S&P is less
sanguine regarding the level of equity as a percentage of managed
assets, which dropped below 7% as of Dec. 31, 2008.

Management has also taken a number of positive steps to navigate
the economic environment.  This includes significantly reducing
its dividends on class A and B common shares, slowing new account
origination, and reducing operating expenses (headcount is
expected to drop by 300 individuals, reducing going forward
operating expenses by approximately 20% to 25% compared to
2008).  Lastly, current and future government programs (including
the Term Asset-Backed Securities Loan Facility) designed to help
the financial industry might provide support for Advanta at some
point, but it's too early to determine exactly how Advanta may
benefit.

The negative outlook reflects S&P's expectation that deteriorating
economic conditions will continue to pressure Advanta's small
business clients, leading to materially higher credit losses and
further quarterly net losses in 2009.  "We could lower the rating
for a combination of constraining factors beyond what S&P
currently anticipates, including managed asset quality and capital
deterioration beyond expected levels, significant additional net
losses, and funding capacity issues.  A breach of the initial 4.5%
trigger in Advanta's revolving securitization trust will not
itself result in further negative ratings action.  However,
material compression of the excess spread beyond the initial
trigger may result in negative rating action, particularly if S&P
judges an early amortization event to be likely.  S&P could revise
the outlook back to stable if Advanta can successfully make its
way through the difficult economic and credit market conditions,
while maintaining adequate profitability, liquidity, and capital -
- all supportive of its ratings," Mr. Pressman added.


ADVANTA CORP: Moody's Junks Senior Unsecured Rating from 'B1'
-------------------------------------------------------------
Moody's Investors Service downgraded the long-term ratings of
Advanta Corp., including its senior unsecured rating, to Caa1 from
B1.  The outlook for the ratings is negative.

The rating action reflects Moody's concerns regarding the
continued sharp erosion in Advanta's asset quality, heightened
pressures on its funding and liquidity, and the adverse effects of
these factors on the firm's core profitability as it navigates a
highly challenging environment for credit card lenders.

Advanta's delinquencies and loss rates rose sharply in 2008,
particularly in the third and fourth quarters.  This resulted in
firm posting significant operating losses.  Moody's expects
Advanta's asset quality to continue to deteriorate in 2009 -- and
quite possibly into 2010 -- principally as the result of
recessionary conditions in the U.S. and the firm's concentrated
exposures to areas of the country experiencing the most severe
economic downturn, including California and Florida.

Regarding liquidity and funding, the cost and availability of
Advanta's access to securitization markets (which historically has
comprised approximately 60% of managed funding) have been
adversely affected by the deterioration in the firm's trust
performance and the intensification of the credit crunch.  This
has caused the company to shift its funding model almost entirely
to deposit funding -- including a substantial element of brokered
deposits -- which Moody's expects will continue for the
foreseeable future.  Although to date Advanta has been able to
fund efficiently through deposit channels, the lack of access to
the ABS markets and the increased level of funding concentration
in wholesale deposits -- where competition is intense -- subjects
the company to additional risk, in Moody's view.

Moreover, Advanta's securitizations are experiencing elevated
delinquency and charge-off levels and pressure on excess spread.
In Moody's view, these trends could lead to cash trapping in the
trust in 2009, which could challenge the firm's ability to
maintain current activity levels, thereby potentially weakening
its franchise positioning.  Though not imminent, if the pace of
deterioration does not slow, there is a heightened risk of early
amortization.  Should this occur, the firm's liquidity position
would be severely constrained.

Advanta has responded to these developments by cutting back new
loan originations, implementing a revamped customer segmentation
strategy including significant price increases for certain
customer groups, and undertaking significant operating cost
reductions including the elimination of approximately 300
positions (approximately one third of total employees).  In
Moody's view, the revised customer strategy -- while sensible in
light of current economic and market conditions - involves
significant execution risk, including potential franchise
impairment and "adverse attrition" of customers.

Moody's will actively monitor the implementation of Advanta's
retooled strategy and its efforts to preserve its liquidity
position at both its bank and holding company.  A return to a
stable outlook would be predicated on a stabilization of asset
quality and a sustained improvement in profitability from
Advanta's core small business credit card segment.
Ratings downgraded include these:

Advanta Corporation

  -- Senior unsecured debt to Caa1 from B1
  -- Senior unsecured shelf to (P)Caa1 from (P)B1
  -- Subordinated shelf to (P)Caa3 from (P)B3
  -- Preferred Stock shelf to (P)Ca from (P)Caa1

The last rating action on Advanta was on December 12, 2008, when
Moody's downgraded the company's ratings and assigned a negative
outlook.

Advanta Corporation, headquartered in Spring House, PA, reported
approximately $7.7 billion in managed assets as of December 31,
2008.


ADVANTA CORP: S&P Downgrades Counterparty Credit Rating to 'B-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on Advanta Corp. to 'B-' from 'B+' and
its long-term counterparty credit rating on Advanta's operating
subsidiary, Advanta Bank Corp., to 'B' from 'BB-'.  The outlook
remains negative.

"The downgrade reflects our expectation that Advanta's asset
quality will continue to deteriorate materially because of
recessionary economic conditions, likely leading to further
quarterly net losses in 2009.  Increasing losses in Advanta's
revolving securitization trust could also trigger cash trapping
mechanisms and ultimately hinder the company's ability to fund
itself via the asset-backed securities market over the longer-
term," said Standard & Poor's credit analyst Rian Pressman.

For the three months and 12 months ended Dec. 31, 2008, Advanta
reported net losses of $46.9 million and $43.8 million,
respectively -- worse than expected.  These losses were mostly
driven by higher credit provisions, as management built the credit
allowance to address accelerating net charge-offs, which reached
nearly 12% of average managed receivables at yearend.  This
ratings action incorporates S&P's expectation that managed losses
will increase materially in 2009, as worsening economic conditions
continue to pressure the company's small business clients.  It
also incorporates S&P's expectation that the 4.5% initial trigger
associated with the cash-trapping mechanism in Advanta's revolving
securitization trust will likely be breached in 2009, given this
higher loss forecast.  However, a breach of the initial trigger
will not, in and of itself, result in further negative ratings
action.

ABC's liquidity and capital position remains strong, allaying
S&P's immediate concerns regarding the possibility of adverse
regulatory actions.  Cash and liquid investments totaled
$2.6 billion, or 53%, of managed receivables (including
$150 million in liquid assets held at the holding company), and
ABC is eligible to borrow from the Federal Reserve Discount
Window.  At yearend 2008, ABC's Tier 1 and total capital ratios
were a strong 35.4% and 38.4%, respectively; however, S&P is less
sanguine regarding the level of equity as a percentage of managed
assets, which dropped below 7% as of Dec. 31, 2008.

Management has also taken a number of positive steps to navigate
the economic environment.  This includes significantly reducing
its dividends on class A and B common shares, slowing new account
origination, and reducing operating expenses (headcount is
expected to drop by 300 individuals, reducing going forward
operating expenses by approximately 20% to 25% compared to
2008).  Lastly, current and future government programs (including
the Term Asset-Backed Securities Loan Facility) designed to help
the financial industry might provide support for Advanta at some
point, but it's too early to determine exactly how Advanta may
benefit.

The negative outlook reflects S&P's expectation that deteriorating
economic conditions will continue to pressure Advanta's small
business clients, leading to materially higher credit losses and
further quarterly net losses in 2009.  "We could lower the rating
for a combination of constraining factors beyond what S&P
currently anticipates, including managed asset quality and capital
deterioration beyond expected levels, significant additional net
losses, and funding capacity issues.  A breach of the initial 4.5%
trigger in Advanta's revolving securitization trust will not
itself result in further negative ratings action.  However,
material compression of the excess spread beyond the initial
trigger may result in negative rating action, particularly if S&P
judges an early amortization event to be likely.  S&P could revise
the outlook back to stable if Advanta can successfully make its
way through the difficult economic and credit market conditions,
while maintaining adequate profitability, liquidity, and capital -
- all supportive of its ratings," Mr. Pressman added.


AGRIPROCESSORS INC: Pays More Than $2MM to Livestock Suppliers
--------------------------------------------------------------
The Gazette reports that Agriprocessors Inc. has paid out more
than $2 million to its livestock suppliers.

According to The Gazette, 24 sellers filed valid claims with the
packer and with USDA's Grain Inspection, Packers and Stockyards
Administration for sales of livestock to Agriprocessors between
Sept. 14 and Oct. 24.  The report states that the claims were
approved by U.S. Bankruptcy Judge Paul Kilburg on Jan. 16 at the
request of the U.S. bankruptcy trustee of Agriprocessors.

Sellers have started receiving payments from the trustee's office
on claims ranging from less than $1,000 to more than $500,000, The
Gazette says.

Under the federal Packers and Stockyards Act, livestock sellers
will be fully paid, The Gazette states, citing Secretary of
Agriculture Tom Vilsack.  The law requires meatpackers to hold
livestock inventories and receivables or proceeds from the sale of
meat in trust for the benefit of unpaid cash sellers.  The U.S.
Department of Agriculture, under the law, does an audit of claims
that are filed and compares the claims to the meatpacking records,
validating the claims if the records match.

The Gazette reports that poultry suppliers are still waiting for
payment.

The Gazette relates that the USDA is still auditing the claims of
some poultry producers, and lawyers familiar with the case said
that it may take longer than with livestock sellers due to a
greater number of conflicting accounts.

Headquartered in Postville, Iowa, Agriprocessors Inc. --
http://www.agriprocessor.com/-- operates a kosher meat and
poultry packing processors located at 220 North West Street.  The
company maintains an executive office with 50 employees at 5600
First Avenue in Brooklyn, New York.  The company filed for Chapter
11 protection on Nov. 4, 2008 (Bankr. E. D. N.Y. Case No. 08-
47472).  The case, according to McClatchy-Tribune, has been
transferred to Iowa.  Kevin J. Nash, Esq., at Finkel Goldstein
Rosenbloom & Nash represents the company in its restructuring
effort.  The company listed assets of $100 million to
$500 million and debts of $50 million to $100 million.


AH&T INVESTMENTS: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: AH&T Investments, LLC
        15051 Taylors Mill Place
        Haymarket, VA 20169

Bankruptcy Case No.: 08-18034

Chapter 11 Petition Date: December 23, 2008

Court: United States Bankruptcy Court
       Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtor's Counsel: David R. Young, Jr., Esq.
                  Young & Ault
                  15 Loudoun St., S.W., Suite C
                  Leesburg, VA 20175
                  Tel: (703) 777-7800
                  Fax: (703) 777-2648
                  Email: davidyounglaw@yahoo.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Debtor's largest unsecured creditors:

   Entity                       Nature of Claim    Claim Amount
   ------                       ---------------    ------------
Frank Tramer                    Investment             $317,850
15051 Taylors Mill Place
Haymarket, VA 20169

Snoke's Excavation & Paving     Vendor                  310,293
33 East Main Street
Walnut Bottom, PA 17266

Jerry Weigle                    Investor                300,000
632 Brad street
Shippensburg, PA 17257

BB&T                            Loan                    149,474

                                Credit Card              52,000

Bowers Carpet and Design        Vendor                   20,671

Brian & Jody McGee              Investor                 50,000

Cumberland County Tax Claim     Taxes                   157,893

Dave Smith                      Investor                 50,000

Ibrahim Barbari                 Investor                 30,000

ICF Installers                  Vendor                   70,457

Jerry Weigle & Assoc.           Unpaid legal             31,191
                                bills

Kevin Weaver                    Investor                100,000

Lane Hoffer                     Investor                 20,000

Lawrence Investment             Investor                200,000
Properties

Lezzer Lumber                   Vendor                  228,935

Mary Barber                     Investor                 22,500

Maurrn Coyle                    Investor                 50,000

Pennsy Supply                   Vendor                   21,578

Pollysteel of Southern PA       Vendor                  102,781


ALLBRITTON COMMUNICATIONS: Moody's Cuts Corporate Rating to 'B3'
----------------------------------------------------------------
Moody's Investors Service lowered the corporate family rating for
Allbritton Communications Company to B3 from B1 and the rating on
its senior subordinated notes to Caa1 from B2.  Moody's placed the
ratings under review for further possible downgrade.

The downgrade reflects Moody's expectation that weak economic and
credit market conditions, as well as the normal odd-year drop in
political-related advertising, will create significant pressure on
Allbritton's revenue and credit metrics in 2009, resulting in
debt-to-EBITDA above 8 times.  Furthermore, Moody's estimate the
company's leverage could exceed the existing maximum leverage
covenant within its bank credit facility with the reporting of
December 2008 results.

The review will focus on the company's ability to resolve its
covenant compliance and the likelihood of a change in the dividend
strategy.  In Moody's opinion, the modest outstanding bank debt
relative to enterprise value and total liabilities along with
expectations for positive pre-distribution free cash flow should
facilitate an amendment or waiver, if required.  Such an outcome
remains uncertain and could result in upfront and / or increased
debt service costs.  Allbritton could sustain the B3 corporate
family rating if it can achieve an adequate liquidity profile,
such as through a bank amendment that allows for access to the
revolver to manage through the economic down cycle.
A summary of the actions follows.

Allbritton Communications Company

  -- Corporate Family Rating, Downgraded to B3 from B1

  -- Probability of Default Rating, Downgraded to B3 from B1

  -- Senior Subordinated Bonds, Downgraded to Caa1, LGD4, 58%,
     from B2

  -- Outlook, Changed To Rating Under Review From Negative

Allbritton's B3 corporate family rating reflects expectations that
leverage will increase from the current 7 times debt-to-EBITDA due
to continued pressure on its revenue, which consists primarily of
cyclical advertising spending.  Furthermore, distributions to the
parent company have contributed to the high leverage, and
uncertainty regarding the magnitude of future dividends constrains
the rating.  The rating also incorporates the company's revenue
concentration in the Washington, DC market, its lack of network
diversity, and long term secular pressures as the proliferation of
new media fragments audiences and these non-traditional media
compete for advertising dollars.  Allbritton's strong market
position in local broadcast television that leads to solid EBITDA
margins and the capacity to generate positive free cash flow, as
well as its ownership of NewsChannel 8, which lends some revenue
stability, support the rating.  Moody's believes Allbritton can
maintain margins around 30% due to the combination of recently
executed cost cuts and the achievement of profitability for
Politico, also a positive for the rating.

The last rating action was on August 22, 2008, when Moody's
lowered the rating on the subordinated bonds to B2 from B1 and
changed the outlook to negative from stable.

Allbritton Communications Company, headquartered in Arlington,
Virginia, owns and operates television stations affiliated with
ABC in seven geographic markets.  The company also owns
NewsChannel 8, a 24 hour basic cable channel primarily focused on
local news for DC area, and Politico, a specialized newspaper and
Internet site that serves Congress, congressional staffers, and
others interested in the political electoral process. Joe L.
Allbritton indirectly controls the company, and its annual revenue
is approximately $225 million.


AMERICAN MEDIA: Expects At Least $220 Million Impairment Charges
----------------------------------------------------------------
American Media Inc.'s operating subsidiary, American Media
Operations, Inc., is in the process of performing impairment
testing of its tradenames and goodwill.  Though the impairment
testing is not yet completed, AMOI's management believes that it
may have to record impairment charges with respect to certain of
its titles for the quarter ended Dec. 31, 2008.  AMOI expects to
record impairment charges of between $200 million and $220 million
with respect to certain of its tradenames and goodwill.  Any such
charge would be a non-cash charge.  The amount of charges is
subject to change upon completion of its impairment testing and
any such change could be material.

On January 27, 2009, AMOI also disclosed the further extension of
its cash tender offers and consent solicitations for its
outstanding senior subordinated notes until 8:00 a.m., New York
City time, on January 29, 2009, as well as an amendment to the
terms of the tender offers and related consent solicitations to
provide that the tenders offers and consent solicitations are
conditioned upon, among other things, receipt of at least 96.5% of
AMOI's outstanding 10-1/4% Series B Senior Subordinated Notes due
2009 and 95.0% of AMOI's outstanding 8-7/8% Senior Subordinated
Notes due 2011.  AMOI further announced an amendment to the terms
of its concurrent offerings in which eligible holders of notes
must participate if they want to tender their notes in the tender
offers and consent solicitations to change the number of shares of
American Media, Inc. common stock being offered in the concurrent
offerings.

                       About American Media

Headquartered in Boca Raton, Florida, American Media, Inc., is a
publisher of celebrity journalism and health and fitness magazines
in the U.S., including Star, Shape, Men's Fitness, Fit Pregnancy,
Natural Health, and The National Enquirer.  In addition to print
properties, AMI owns Distribution Services, Inc., the country's
number one in-store magazine merchandising company.

As of September 30, 2008, the company's balance sheet showed total
assets of $892,142,000 and total liabilities of $1,290,423,000,
resulting in total shareholders' deficit of $398,281,000.

As reported by the Troubled Company Reported on November 11, 2008,
Standard & Poor's Ratings Services lowered its ratings on American
Media Operations Inc.:

   -- S&P lowered the corporate credit rating to 'SD' (selective
      default) from 'CCC+'.

   -- S&P lowered the rating on American Media's 10.25% senior
      subordinated notes due 2009 to 'D' from 'CCC-', while
      leaving the recovery rating on this debt unchanged at '6',
      indicating S&P's expectation of negligible (0% to 10%)
      recovery for lenders.

   -- S&P lowered the rating on the company's 8.875% senior
      subordinated notes due 2011 to 'CC' from 'CCC-' and placed
      it on CreditWatch with negative implications.  The recovery
      rating on these notes also remains unchanged at '6.'

   -- Lastly, S&P lowered the rating on American Media's senior
      secured debt to 'CC' from 'B' and placed it on CreditWatch
      with developing implications.  S&P revised the recovery
      rating on this debt to '2', indicating S&P's expectation of
      substantial (70% to 90%) recovery in the event of a payment
      default, from '1.'


ATA AIRLINES: Court OKs Settlement of Non-Union Employee Claims
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Indiana
granted preliminary approval on a settlement of labor-related
claims reached by ATA Airlines Inc., Global Aero Logistics Inc.,
and their former employees who are not affiliated with labor
unions.

The settlement agreement generally provides that the proposed
class members and the union members will share (i) a cash
settlement of $4 million or the so-called "labor settlement fund;"
(ii) 50% net recoveries from preference litigation; and (iii) 7.5%
of net recoveries from litigation brought by ATA Airlines against
Federal Express Corporation.

The Court also issued a ruling:

  (1) granting certification of a settlement class sought by ATA
      Airlines, Global Aero and the former employees;

  (2) appointing Nichols Kaster PLLP as class counsel;

  (3) appointing plaintiffs Kevin Batman, Jeffrey Armstrong, and
      Sandra Cuevas as class representatives; and

  (4) authorizing the class representatives, through Nichols
      Kaster, to vote the class' claims on behalf of all its
      members who do not opt out of the settlement by submitting
      one ballot regarding ATA's chapter 11 plan.

A hearing to consider final approval of the settlement agreement
is scheduled for Feb. 13, 2009.

In connection with the preliminary approval of the settlement
agreement, ATA Airlines filed a list of its former employees who
might be eligible to assert a claim against the airline under the
Worker's Adjustment and Retraining Notification Act.  A full-text
copy of this list is available without charge at:

            http://bankrupt.com/misc/ATAEmployeeList.pdf

                        About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., was a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on August 14, 2007.  World
Air Holdings owns and operates two other airlines, North American
Airlines and World Airways.

ATA Airlines and its affiliates filed for Chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.  The Court gave ATA Airlines Inc. until
Feb. 26, 2009, to file its Chapter 11 plan and April 27, 2009, to
solicit acceptances of that plan.

ATA Airlines submitted to the Court its Chapter 11 Plan of
Reorganization and accompanying Disclosure Statement on Dec. 12,
2008, two weeks after it completed the sale of its key assets to
Southwest Airlines Inc.

Bankruptcy Creditors' Service, Inc., publishes ATA Airlines
Bankruptcy News.  The newsletter tracks the chapter 11 case of
ATA Airlines, Inc.  (http://bankrupt.com/newsstand/or
215/945-7000)


ATA AIRLINES: Says Signature's Indemnity Claims Are Not Valid
-------------------------------------------------------------
ATA Airlines Inc. tells the U.S. Bankruptcy Court for the Southern
District of Indiana that Signature Flight Support Corporation's
indemnification rights arose upon the execution of their baggage
handling agreement and that any claims related to the lawsuit
filed by Willie McCafferty were pre-bankruptcy claims.

"Bankruptcy law holds that Signature's indemnification claim
existed as soon as the contract was executed albeit contingent.
Moreover, the contingent event triggering indemnification became
fixed when McCafferty was injured in January 2003 and when the
lawsuit was filed in January 2004," ATA Airlines says.  It points
out that both events occurred prior to its first bankruptcy
filing on Oct. 26, 2004 and, thus, were pre-bankruptcy claims.

Signature Flight had urged the Court to deny ATA Airlines'
proposed dismissal of its indemnity claim against the airline on
grounds that the claim arose after the airline's bankruptcy in
2004 pursuant to Indiana and Florida laws.  Signature said its
indemnity claim arose on Jan. 31, 2007, under both laws, since it
made payment to Mr. McCafferty on that date as settlement for his
claim against the company.

Under both Indiana law and Florida law, claims for indemnification
do not arise until the party seeking indemnity pays the underlying
claim to the claimant.

Mr. McCafferty, a former employee of ATA Airlines, brought a
personal injury action against Signature for alleged negligence
which resulted in his accident sometime in 2004.  Consequently,
Signature filed a lawsuit against the airline before a district
court in Florida, seeking payment for damages it sustained from
Mr. McCafferty's lawsuit.

In its complaint, Signature alleged that ATA Airlines is
obligated to indemnify the company from lawsuits of its employees
pursuant to their baggage handling agreement dated Feb. 1, 1996.
The lawsuit was stayed following the second bankruptcy filing of
ATA Airlines on April 2, 2008.

              Airbase Services Drops Jet-I From Suit

In a notice dated Jan. 14, 2009, Airbase Services Inc. announced
that it has dismissed Jet-I Leasing LLC as defendant to the
complaint it filed on Dec. 31, 2008.  Airbase filed a complaint
against ATA Airlines Inc., Wilmington Trust Company and Jet-I
Leasing, seeking foreclosure of its lien on a 757-23N aircraft.
The company asserts liens on the 757-23N aircraft manufactured by
Boeing Aerospace Corp., on account of the maintenance services it
provided to ATA Airlines, which allegedly have not yet been paid.

Meanwhile, ATA Airlines and Wilmington Trust were summoned by the
Court to file a motion or answer to Airbase's complaint on or
before February 11, 2009.

                        About ATA Airlines

Headquartered in Indianapolis, Indiana, ATA Airlines, Inc., was a
diversified passenger airline operating in two principal business
lines -- a low cost carrier providing scheduled passenger service
that leverages a code share agreement with Southwest Airlines; and
a charter operator that focused primarily on providing charter
service to the U.S. government and military.  ATA is a wholly
owned subsidiary of New ATA Acquisition, Inc. -- a wholly owned
subsidiary of New ATA Investment, Inc., which in turn, is a wholly
owned subsidiary of Global Aero Logistics Inc.  ATA Acquisition
also owns another holding company subsidiary, World Air Holdings,
Inc., which it acquired through merger on
August 14, 2007.  World Air Holdings owns and operates two other
airlines, North American Airlines and World Airways.

ATA Airlines and its affiliates filed for Chapter 11 protection on
Oct. 26, 2004 (Bankr. S.D. Ind. Case Nos. 04-19866, 04-19868
through 04-19874).  The Honorable Basil H. Lorch III confirmed the
Debtors' plan of reorganization on Jan. 31, 2006.  The Debtors'
emerged from bankruptcy on Feb. 28, 2006.

Global Aero Logistics acquired certain of ATA's operations after
its first bankruptcy.  The remaining ATA affiliates that were not
substantively consolidated in the company's first bankruptcy case
were sold or otherwise liquidated.

ATA Airlines filed for Chapter 22 on April 2, 2008 (Bankr. S.D.
Ind. Case No. 08-03675), citing the unexpected cancellation of a
key contract for ATA's military charter business, which made it
impossible for ATA to obtain additional capital to sustain its
operations or restructure the business.  ATA discontinued all
operations subsequent to the bankruptcy filing.  ATA's Chapter 22
bankruptcy petition lists assets and liabilities each in the range
of $100 million to $500 million.

The Debtor is represented in its Chapter 22 case by Haynes and
Boone, LLP, and Baker & Daniels, LLP, as bankruptcy counsel.

The United States Trustee for Region 10 appointed five members to
the Official Committee of Unsecured Creditors.  Otterbourg,
Steindler, Houston & Rosen, P.C., serves as bankruptcy counsel to
the Committee.  FTI Consulting, Inc., acts as the panel's
financial advisors.  The Court gave ATA Airlines Inc. until
Feb. 26, 2009, to file its Chapter 11 plan and April 27, 2009, to
solicit acceptances of that plan.

ATA Airlines submitted to the Court its Chapter 11 Plan of
Reorganization and accompanying Disclosure Statement on Dec. 12,
2008, two weeks after it completed the sale of its key assets to
Southwest Airlines Inc.

Bankruptcy Creditors' Service, Inc., publishes ATA Airlines
Bankruptcy News.  The newsletter tracks the chapter 11 case of
ATA Airlines, Inc.  (http://bankrupt.com/newsstand/or
215/945-7000)


AVISTAR COMMS: Gerald J. Burnett Has 41.12% Stake
-------------------------------------------------
In a regulatory filing, Gerald J. Burnett disclosed that he may be
deemed to own 14,214,700 shares or 41.12% of Avistar
Communications Corporation's common stock.

Dr. Burnett has acquired shares of the company's common stock
through open market purchases during 2008 using his personal
funds.

Dr. Burnett beneficially owns 14,214,700 shares of the company's
common stock in a revocable trust, or 41.12% of the 34,567,805
shares of company's common stock outstanding as of Nov. 10, 2008.
Dr. Burnett has the sole power to vote, direct the vote, dispose
and direct the disposition of the shares of the company's common
stock.

Dr. Burnett also beneficially owns $1,540,000 principal amount of
4.5% convertible subordinated secured promissory notes due 2010
that are expected to become convertible into common stock of the
company after Jan. 4, 2009.  Dr. Burnett has the sole power to
dispose and direct the disposition of the notes.

At Nov. 10, 2008, there were 34,567,805 shares of common stock
outstanding.

A full-text copy of the Schedule 13D filed by Dr. Burnett with the
Securities and Exchange Commission is available for free at:

               http://ResearchArchives.com/t/s?38e5

                   About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a
portfolio of 80 patents for inventions in video and network
technology and licenses IP to videoconferencing, rich-media
services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $11.2 million and total liabilities of $26.2 million, resulting
in a stockholders' deficit of about $15 million.

For three months ended Sept. 30, 2008, the company posted net loss
of $774,000 compared with net loss of $4.1 million for the same
period in the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $6.1 million compared with net income of $755,000 in the same
period in the previous year.

The company has cash and cash equivalents of $4.4 million as of
Sept. 30, 2008, and cash, cash equivalents and short-term
investments of $4.9 million as of Dec. 31, 2007.  For the nine
months ended Sept. 30, 2008, the company has a net increase in
cash and cash equivalents of $367,000.


AVISTAR COMMUNICATIONS: Reappoints Michael Horn as VP-Operations
----------------------------------------------------------------
The board of directors of Avistar Communications Corporation
appointed Michael Horn to the position of vice president,
operations and customer support effective immediately.

Mr. Horn has been Avistar's worldwide vice president, operations
and customer support since August 2007.  He joined Avistar in
April 2007 as director of managed services.  From January 2005 to
April 2007, Mr. Horn worked as an independent technology and
strategy consultant at Caddis Consulting that he founded to work
with companies ranging from small venture-backed startups to
Fortune 500 companies.  From May 2004 to January 2005, Mr. Horn
was the director, product management at Level 3 Communications.
From May 2000 to May 2004, he served as director, engineering and
architecture at Virtela Communications.  Mr. Horn has a Bachelor
of Science in Electrical Engineering from George Mason University
and a MBA from University of Denver.

Mr. Horn will be eligible to participate in the company's year end
bonus plan with individual performance metrics and the target
bonus amount to be determined by the Compensation Committee at a
future meeting.

          Compensatory Arrangements with Certain Officers

On Jan. 21, 2009, the Compensation Committee of Avistar approved a
compensation package for Elias MurrayMetzger, who was appointed as
acting chief financial officer of the company:

   i) annual salary effective Jan. 9, 2009, of $167,813;

  ii) an additional stock option grant to purchase 48,000 shares
      of Common Stock at a price of $1.15 per share with standard
      vesting of 25% on the first anniversary of the date of
      grant, with an additional 1/12 vesting per quarter
      thereafter, subject to continued service, until the option
      is fully vested; and

iii) participation in the company's yearend bonus plan with
      individual performance metrics and the target bonus amount
      to be determined by the Compensation Committee at a future
      meeting.

                   About Avistar Communications

Headquartered in San Mateo, California, Avistar Communications
Corporation (Nasdaq: AVSR) -- http://www.avistar.com/-- holds a
portfolio of 80 patents for inventions in video and network
technology and licenses IP to videoconferencing, rich-media
services, public networking and related industries.  Current
licensees include Sony Corporation, Sony Computer Entertainment
Inc. (SCEI), Polycom Inc., Tandberg ASA, Radvision Ltd. and
Emblaze-VCON.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $11.2 million and total liabilities of $26.2 million, resulting
in a stockholders' deficit of about $15 million.

For three months ended Sept. 30, 2008, the company posted net loss
of $774,000 compared with net loss of $4.1 million for the same
period in the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $6.1 million compared with net income of $755,000 in the same
period in the previous year.

The company has cash and cash equivalents of $4.4 million as of
Sept. 30, 2008, and cash, cash equivalents and short-term
investments of $4.9 million as of Dec. 31, 2007.  For the nine
months ended Sept. 30, 2008, the company has a net increase in
cash and cash equivalents of $367,000.


BANK OF AMERICA: Merrill Settles SEC's Non-Disclosure Suit
----------------------------------------------------------
The Securities and Exchange Commission has charged Merrill Lynch,
Pierce, Fenner & Smith, Inc. and two of its former investment
adviser representatives with securities laws violations for
misleading pension consulting clients about its money manager
identification process and failing to disclose conflicts of
interest when recommending them to use two of the firm's
affiliated services.  Merrill Lynch has agreed to settle the SEC's
charges and pay a $1 million penalty.

"There has been tremendous growth in the pension consulting
business in recent years. This case is an important reminder to
firms and their investment adviser representatives that, whenever
they sit across the table from their advisory clients, they need
to make sure that all material conflicts of interest are
disclosed," said Scott W. Friestad, Deputy Director of the SEC's
Division of Enforcement.

According to the SEC's order, Merrill Lynch failed to disclose its
conflicts of interest when recommending that clients use directed
brokerage to pay hard dollar fees, whereby the clients directed
their money managers to execute trades through Merrill Lynch.
These clients received credit for a portion of the commissions
generated by these trades against the hard dollar fee owed for the
advisory services provided by Merrill Lynch Consulting Services.
Consequently, Merrill Lynch and its investment adviser
representatives could and often did receive significantly higher
revenue if clients chose to use Merrill Lynch directed brokerage
services. The SEC's order finds that Merrill Lynch also failed to
disclose a similar conflict of interest in recommending that
clients use Merrill Lynch's transition management desk. In
addition, the SEC finds that Merrill Lynch made misleading
statements to the clients served by its Ponte Vedra South, Fla.
office regarding the process used to identify new money managers
to present to its clients.

The SEC also charged Michael Callaway and Jeffrey Swanson, who
were formerly employed in Merrill Lynch's Ponte Vedra South
office.

In a settled enforcement action against Swanson, the SEC finds
that he made misleading statements to some of the firm's pension
consulting clients regarding the process by which Merrill Lynch
assisted them in identifying new managers. As a result, the SEC
charged Swanson with aiding and abetting and causing Merrill
Lynch's violation of the Investment Advisers Act of 1940. Without
admitting or denying the SEC's allegations, Swanson has agreed to
a censure, and to cease and desist from committing or causing
violations of Section 206(2) of the Advisers Act.

In the contested enforcement action against Callaway, the SEC's
Division of Enforcement alleges that Callaway breached his
fiduciary duty in making misrepresentations about the manager
identification process used by the Ponte Vedra South office and
his compensation in connection with transition management
services. The Division of Enforcement further alleges that
Callaway was a cause of Merrill Lynch's violation of the Advisers
Act because he failed to ensure that Merrill Lynch disclosed to
clients the conflicts of interest in recommending that clients
enter into a directed brokerage relationship with Merrill Lynch
and in recommending that they use Merrill Lynch for transition
management services. The Division of Enforcement charges that, by
this conduct, Callaway willfully aided and abetted and caused
Merrill Lynch's violations of Section 206(2) of the Advisers Act.

The SEC charged Merrill Lynch with violations of an anti-fraud
provision of the Advisers Act, which does not require a showing of
scienter. The SEC also charged Merrill Lynch with failing to
maintain certain records and failing to supervise its investment
adviser representatives in the Ponte Vedra South office. Without
admitting or denying the SEC's allegations, Merrill Lynch has
agreed to a censure, to cease and desist from committing or
causing violations of Sections 204 and 206(2) of the Advisers Act,
and to pay a $1 million penalty.

                       About Bank of America

Bank of America is one of the world's largest financial
institutions, serving individual consumers, small and middle
market businesses and large corporations with a full range of
banking, investing, asset management and other financial and risk-
management products and services.  The company provides unmatched
convenience in the United States, serving more than
59 million consumer and small business relationships with more
than 6,100 retail banking offices, nearly 18,700 ATMs and award-
winning online banking with nearly 29 million active users.
Following the acquisition of Merrill Lynch on January 1, 2009,
Bank of America is among the world's leading wealth management
companies and is a global leader in corporate and investment
banking and trading across a broad range of asset classes serving
corporations, governments, institutions and individuals around the
world.  Bank of America offers industry-leading support to more
than 4 million small business owners through a suite of
innovative, easy-to-use online products and services.  The company
serves clients in more than 40 countries.  Bank of America
Corporation stock is a component of the Dow Jones Industrial
Average and is listed on the New York Stock Exchange.

The bank needed the government's financial help in completing its
acquisition of Merrill Lynch.


BASSETT FURNITURE: In Talks With Lenders for Covenant Waivers
-------------------------------------------------------------
Bassett Furniture Industries Inc. discloses that it is in
discussions with the lender under its revolving credit facility to
obtain a waiver of its tangible net worth covenant given the
extent of the charges and losses that were recorded in the fourth
quarter.  The company expects to complete these discussions prior
to filing its annual report on Form 10-K with the Securities and
Exchange Commission.

Bassett says it continues to take actions to respond to the
current trying economic times.  These include closing
underperforming stores (18 were closed in fiscal 2008 and 10 are
expected to be closed in fiscal 2009), and reducing the cost
structure of the Company to a level more commensurate with its
current order demand.

The company also is taking a number of other actions to preserve
cash, which include reducing inventory levels, suspending its
share repurchase plan, delaying certain capital spending, and
liquidating portions of its investment portfolio as previously
announced.

On February 2, Bassett's Board of Directors did not declare a
quarterly dividend for the second quarter of fiscal 2009,
preserving approximately $1.1 million of cash in the quarter based
on the quarterly dividend amount paid in December of 2008.  The
Company expects to release its fourth quarter and fiscal 2008
financial results next week.

Bassett says the results will include an 18% decline in fourth
quarter revenues compared to the fourth quarter of 2007 and a 2.4%
decline in fiscal 2008 revenues compared to fiscal 2007.

The results will also include additional bad debt provisions to
cover expected losses associated with the closings of certain
licensee stores, investment losses related to the downturn in the
overall financial markets, and several nonrecurring non-cash
charges, including a valuation allowance on certain deferred
income tax assets, and impairments to goodwill and certain
marketable securities.

In addition to the actions taken to preserve cash, the Company
remains committed to improving its store program, enhancing its
product offerings and expanding its traditional business as it
strives to gain market share in an increasingly challenging
environment.

                     About Bassett Furniture

Bassett Furniture Industries, Inc. (BSET) --
http://www.bassettfurniture.com/-- manufactures and markes high
quality, mid-priced home furnishings.  With approximately 115
Bassett stores, Bassett has leveraged its strong brand name in
furniture into a network of corporate and licensed stores that
focus on providing consumers with a friendly environment for
buying furniture and accessories. The most significant growth
opportunity for Bassett continues to be the Company's dedicated
retail store program.


BAYHILL CAPITAL: Dec. 31 Balance Sheet Upside Down by $373,696
--------------------------------------------------------------
Bayhill Capital Corporation Chief Executive Officer Robert K.
Bench disclosed in a regulatory filing dated January 30, 2008,
that the company's total revenue for the three months ended
December 31, 2008, was $791,244, compared to $1,073,692 for the
comparable period of 2007.  "This represents a decrease of
$282,448 from that of 2007, or 26%.  This decrease reflects
decreases in sales of long distance products and cell phones,
including unauthorized discontinuances of residual payments
previously paid under commission contracts still in effect, and
the effect of decreased commissions paid by our largest cell phone
carrier who filed for protection under Chapter 11 of the U.S.
Bankruptcy Code.  We are pursuing collection from the few vendors
that have unilaterally discontinued payments due under existing
contracts."

"Marketing commission expense decreased from $695,490 for the
three months ended December 31, 2007 to $515,777 for the three
months ended December 31, 2008, a decrease of $179,713, or 26%.
This decrease correlates with the decrease in marketing
commissions revenue."

"Selling, general and administrative expenses decreased
$1,473,409, or 84% for the three months ended December 31, 2008
compared to the comparable period of 2007.  This decrease was
mainly attributable to the decrease in services expenses to
officers directors and consultants of $1,190,000 paid during the
change in management and corporate transition of the company in
December 2007 and a decrease in bad debt expense, from the $75,000
charged off during the three months ended December 31, 2007, that
related to one of the company's largest vendor's bankruptcy
proceedings."

"Interest expense for the quarter ended December 31, 2008 of
$19,122 was $139,898, or 88%, lower than the $159,020 we incurred
during the comparable period of 2007.  The decrease was due
primarily to the retirement and conversion of certain debt and
lines of credit during the past year and the substantial decrease
in the amortization of beneficial conversion feature from the
comparable period in 2007."

"Cash flows generated from operations and cash advances were
sufficient to meet our working capital requirements for the six
months ended December 31, 2008, but will not likely be sufficient
to meet our working capital requirements for the foreseeable
future or provide for expansion opportunities.  We incurred
$237,249 in losses from continuing operations and used $27,452 in
cash for the six months ended December 31, 2008.  Net cash flows
generated from our financing activities for the six months ended
December 31, 2008, were $140,477, primarily due to $125,000 of
proceeds from cash advances provided by an affiliate of our Chief
Executive Officer, and $25,000 of proceeds from cash advances
provided by an affiliate of our Board Chairman, which we believe
may be converted to equity in connection with a future round of
financing.  These conditions raise substantial doubt about our
ability to continue as a going concern."

"We intend to move forward with our plans and activities in an
effort to secure additional equity financing and enhance and
expand our affiliate marketing business along with expansion into
other related areas of interest."

"In order to continue as a going concern, we plan to obtain
additional debt or equity financing, increase revenues, and
increase cash flows from operations.  There can be no assurance
that we will be able to secure additional debt or equity
financing, that we will be able to reduce our operating costs and
expenses, that we will be able to increase our revenues, or that
cash flows from operations will produce adequate cash flow to
enable us to meet all our future obligations or to be able to
expand.  If we are unable to obtain additional debt or equity
financing, we may be required to significantly reduce or cease
operations."

As of December 31, 2008, the company's balance sheet showed total
assets of $1,030,144 and total liabilities of $1,403,840,
resulting in total stockholders' deficit of $373,696.

A full-text copy of the company's quarterly report is available
for free at: http://researcharchives.com/t/s?3903

                    About BayHill Capital

BayHill Capital Corp. (BYHL.OB) -- http://www.bayhillcapital.com-
- through its subsidiary, operates as an online marketing and
distribution platform company.  It offers various
telecommunications and technology-based products and services,
including long distance services and commercial telecommunications
services, wireless communications, residential broadband services,
voice-over-Internet protocol services, prepaid calling cards/pins,
and other products.  The company, formerly known as Cognigen
Networks, Inc., was incorporated in 1983 and is based in South
Jordan, Utah.


BAYHILL CAPITAL: Roy D. Banks Resigns as Director
-------------------------------------------------
BayHill Capital Corporation disclosed that Roy D. Banks has
resigned as a director, effective January 23, 2009.  Mr. Banks had
served as a director since December 2007.

James U. Jensen, chairman of the board, stated, "Roy has
contributed significantly during his tenure as a board member and
has been most helpful during the Company's transition during this
past year.  Mr. Banks has assumed a new assignment that has
recently, and will continue, to absorb all of his time and focus.
We appreciate his contribution to the Company's success and wish
him well as he pursues his new professional assignment."

BayHill has not named a replacement for Mr. Banks but will begin a
search for an appropriate replacement on the board of directors.

                    About BayHill Capital

BayHill Capital Corporation (BYHL.OB) --
http://www.bayhillcapital.com-- through its subsidiary, operates
as an online marketing and distribution platform company.  It
offers various telecommunications and technology-based products
and services, including long distance services and commercial
telecommunications services, wireless communications, residential
broadband services, voice-over-Internet protocol services, prepaid
calling cards/pins, and other products.  The company, formerly
known as Cognigen Networks, Inc., was incorporated in 1983 and is
based in South Jordan, Utah.

Bayhill Capital Corporation Chief Executive Officer Robert K.
Bench disclosed in a regulatory filing dated January 30, 2008,
that: "Cash flows generated from operations and cash advances were
sufficient to meet our working capital requirements for the six
months ended December 31, 2008, but will not likely be sufficient
to meet our working capital requirements for the foreseeable
future or provide for expansion opportunities.  We incurred
$237,249 in losses from continuing operations and used $27,452 in
cash for the six months ended December 31, 2008.  Net cash flows
generated from our financing activities for the six months ended
December 31, 2008 were $140,477, primarily due to $125,000 of
proceeds from cash advances provided by an affiliate of our Chief
Executive Officer, and $25,000 of proceeds from cash advances
provided by an affiliate of our Board Chairman, which we believe
may be converted to equity in connection with a future round of
financing.  These conditions raise substantial doubt about our
ability to continue as a going concern."

As of December 31, 2008, the company's balance sheet showed total
assets of $1,030,144 and total liabilities of $1,403,840,
resulting in total stockholders' deficit of $373,696.


BERNARD L. MADOFF: List of Largest Exposures; Appearances in Case
-----------------------------------------------------------------
Various individuals, foundations, banks, hedge funds and firms
have disclosed losses tied to investments with Bernard L. Madoff,
who has been jailed on allegations of running a $50-billion Ponzi
scheme.

Mr. Madoff's firm, Bernard L. Madoff Investment Securities, LLC,
has been sent to liquidation proceedings pursuant to the
Securities Investor Protection Act of 1970.  As of Jan. 30, 2009,
these are the parties that have filed notices of appearance in
BLMIS' liquidation case before the U.S. Bankruptcy Court for the
Southern District of New York:

   -- Franklin Sands, represented by Peter E. Shapiro, Esq., at
      Shutts & Bowen LLP.  According to The Miami Herald, Franklin
      Sands, Democratic leader of the Florida House, have
      disclosed that he and his wife Leslie Sands are among
      investment advisor Bernard Madoff's victims.  He didn't
      specify their loss but said it's "significant".

   -- Rosenman Family LLC.  Martin Rosenman, managing member of
      Rosenman Family LLC and president of Stuyvesant Fuel Service
      Corp., invested $10 million in BLMIS six days before Mr.
      Madoff was arrested for fraud.  Mr. has sued before a
      Manhattan district court to recover the $10 million wired to
      Mr. Madoff's account at a J.P. Morgan Chase & Co. branch.

   -- Jasper Investors Group LLC.  According to New York Post,
      Jasper Investors lost some $3 million to Madoff's scam.

   -- Irwin Kellner.  Mr. Kellner, chief economist for
      Marketwatch.com and an economic scholar at Dowling College,
      lost $6 million from investments made through BLMIS.  Mr.
      Kellner, represented by law firm Ruskin Moscou Faltischek,
      is lead plaintiff to a class action suit against Mr. Madoff.

   -- KML Asset Management LLC.  KML, according to The Guardian,
      has said it has lost $80 million to Madoff.

   -- SBM Investments LLP.  Chester Salomon, a lawyer representing
      SBM Investments, a mid-western family business, told the
      Guardian (UK) that his client lost $10 million to Madoff.

   -- Jitendra Bhatia, Gopal Bhatia, Kishanchand Bhatia, Jayshree
      Bhatia and Mandakini Gajaria, represented by William M.
      O'Connor, Esq., and Mark S. Lichtenstein, Esq., at Crowell &
      Moring LLP.

   -- Ruth E. Goldstein and June Pollack, represented by Sanford
      P. Dumain, Esq., at Milberg LLP.

   -- Barbara Schlossberg, Lewis Franck, Bernard Seldon, and
      Marilyn C. Gross

   -- Stephen B. Siegel.  Stephen Siegel is chairman of worldwide
      operations of brokerage CB Richard Ellis.

   -- the U.S. Government.

   -- Irving H. Picard, the trustee appointed in BLMIS's SIPA
      liquidation.

Individuals and firms with the largest losses to Madoff have not
officially requested for pleadings and documents filed in BLMIS's
SIPA proceeding.  According to compilations by the New York Times
and Frier & Levitt, LLC, the largest Madoff losers are:

   Entity                     Loss          Notes
   ------                     ----          -----
Fairfield Greenwich Group  $7.5 billion    As of Nov. 1, 2008,
                                           assets under management
                                           totaled $14.1-bil., of
                                           which $7.5 bil. was
                                           invested in vehicles
                                           connected to Madoff.
                                           CNBC said mid-December
                                           that FGG is planning
                                           to sue Madoff.

Kingate Management Ltd.    $3.5 billion    According to a Jan. 7
                                           report by MarketWatch,
                                           the Kingate funds, run
                                           by FIM Advisers LLP,
                                           are considering joining
                                           a class-action suit
                                           against Madoff.  The
                                           funds, according to the
                                           report, are likely to
                                           join the suit filed by
                                           Irwin Kellner.

Tremont Group Holdings     $3.3 billion    The Securities Law Firm
                                           of Tramont Guerra &
                                           Nu¤ez, PA (TGN) in
                                           association with New
                                           York Law Firm Berenthal
                                           & Associates, P.C.
                                           launched a class action
                                           filed for investor
                                           losses incurred from
                                           investments made with
                                           Tremont.  TGN and
                                           Berenthal have focused
                                           their investigation on
                                           behalf of individual
                                           investors concerning
                                           the failure of Tremont
                                           to perform the required
                                           due diligence of
                                           Madoff's investment
                                           firm.

Banco Santander SA         EUR$2.33-bil.   Spain's Banco Santander
                           ($3.1 bill)     will reimburse a total
                                           of EUR1.3 billion
                                           (US$1.7 billion) to
                                           clients who lost money
                                           in Madoff.

Bank Medici                $2.1 billion    The Austrian government
                                           has appointed a trustee
                                           to take over the day-
                                           to-day operations of
                                           the merchant bank.

Ascot Partners LLC         Most of its     Run by GMAC's chairman
                           $1.8-bil.       Jacob Ezra Merkin.
                           Assets          A lawsuit filed by
                                           New York Law School
                                           Said that Mr. Merkin
                                           abdicated his
                                           responsibilities and
                                           duties as Ascot's
                                           general partner and
                                           manager in entrusting
                                           substantially all of
                                           its assets - $1.8
                                           billion - to the Madoff
                                           firm and that auditor
                                           BDO Seidman failed to
                                           recognize "red flags"
                                           at the Madoff firm.


Access Int'l Advisors      $1.4 billion

Fortis Bank Netherlands    $1.4 billion

Union Bancaire Privee      Under CHF1.26-bil.
                           ($1.08 billion)

HSBC Holdings Plc          $1 billion

Benbassat & Cie.           $935 million

Natixis                    Up to EUR450-mil.

Fix Asset Management       $400 million

BNP Paribas SA             Up to EUR350-mil.

Reichmuth & Co             3.5% of CHF11 bil.
                           of assets

Man Group Plc              $360 million

Royal Bank of Scotland     $360 million

Reichmuth & Co.            $330 million

Nomura Holdings Inc.       $302 million

                    About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC was a market maker in
US stocks, including all of the S&P 500 and more than 350 Nasdaq
stocks.  The firm moved large blocks of stock for institutional
clients by splitting up orders or arranging off-exchange
transactions between parties.  It also performed clearing and
settlement services.  Clients included brokerages, banks, and
other financial institutions.  In addition, Madoff Securities
managed assets for high-net-worth individuals, hedge funds, and
other institutional investors.

The firm is being liquidated in the aftermath of a fraud scandal
involving founder Bernard L. Madoff.

As reported by the Troubled Company Reporter on Dec. 15, 2008, the
Securities and Exchange Commission charged Bernard L. Madoff and
his investment firm, Bernard L. Madoff Investment Securities LLC,
with securities fraud for a multi-billion dollar Ponzi scheme that
he perpetrated on advisory clients of his firm.  The estimated
losses from Madoff's fraud were at least $50 billion

Also on Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S.
District Court for the Southern District of New York granted the
application of the Securities Investor Protection Corporation for
a decree adjudicating that the customers of BLMIS are in need of
the protection afforded by the Securities Investor Protection Act
of 1970.  Irving H. Picard, Esq., was appointed as trustee for the
liquidation of BLMIS, and Baker & Hostetler LLP was appointed as
counsel.


BERNARD L. MADOFF: Court Denies Prisoner's Request to Intervene
---------------------------------------------------------------
Judge Burton Lifland of the U.S. Bankruptcy Court for the Southern
District of New York has denied the request of a self-confessed
fraudster and identity thief to intervene in the Securities
Investor Protection Act proceeding against Bernard L. Madoff
Investment Securities LLC.

As reported by the Troubled Company Reporter on Jan 29, 2009,
Jonathan Lee Riches, doing business as Benon Sevan, says that he
taught the brokerage's founder and head, Bernard L. Madoff
identity theft and fraud for two years.  "I met Bernard Madoff
. . . in eharmony.com, we had an intimate relationship, he was
attracted to the fact that I did identity theft and fraud for a
living.  I taught him my skills for 2 years."

Mr. Riches, who is a federal prisoner, noted that he had vested
common interest in the case because Mr. Madoff took prison funds
from him and other inmates.  He was promised a 16.8% return but
the funds were transferred to a "Swiss account Ponzi."

Judge Lifland, however, held that Mr. Riches failed to satisfy
requirements for intervention under Rule 24 of the Federal Rules
of Civil Procedure.  He notes that:

  -- the disposition of the SIPA Proceeding does not hinder Mr.
     Riches' ability to protect his interests because he has the
     ability to file a claim.  The ability to file a claim in the
     SIPA Proceeding adequately protects Mr. Riches' interests.

  -- Mr. Riches has made no showing, nor allegation, that the
     existing party (the SIPA Trustee) will not adequately
     represent his interests.

Mr. Lifland notes that Mr. Riches is no stranger to the federal
courts, and having filed over one thousand lawsuits in Federal
District Courts, see Race Tires America, Inc. v. Hoosier Racing
Tire Corp., No. 02:07-CV-1294, 2008 WL 3271550, at *1 (W.D. Pa.
Aug. 5, 2008).

Mr. Madoff has been jailed on allegations by the Securities and
Exchange Commission and other parties of running a $50 billion
Ponzi scheme.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC was a market maker in
US stocks, including all of the S&P 500 and more than 350 Nasdaq
stocks.  The firm moved large blocks of stock for institutional
clients by splitting up orders or arranging off-exchange
transactions between parties.  It also performed clearing and
settlement services.  Clients included brokerages, banks, and
other financial institutions.  In addition, Madoff Securities
managed assets for high-net-worth individuals, hedge funds, and
other institutional investors.

The firm is being liquidated in the aftermath of a fraud scandal
involving founder Bernard L. Madoff.

As reported by the Troubled Company Reporter on Dec. 15, 2008, the
Securities and Exchange Commission charged Bernard L. Madoff and
his investment firm, Bernard L. Madoff Investment Securities LLC,
with securities fraud for a multi-billion dollar Ponzi scheme that
he perpetrated on advisory clients of his firm.  The estimated
losses from Madoff's fraud were at least $50 billion

Also on Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S.
District Court for the Southern District of New York granted the
application of the Securities Investor Protection Corporation for
a decree adjudicating that the customers of BLMIS are in need of
the protection afforded by the Securities Investor Protection Act
of 1970.  Irving H. Picard, Esq., was appointed as trustee for the
liquidation of BLMIS, and Baker & Hostetler LLP was appointed as
counsel.


BERNARD L. MADOFF: Ex-Worker Objects to Bill for Boss's Mercedes
----------------------------------------------------------------
A former employee of Bernard L. Madoff Securities LLC, asked the
U.S. Bankruptcy Court for the Southern District of New York to
absolve him from further obligations under a lease for a Mercedes
S500-4 used by his ex-bosses.

Irving H. Picard, Esq. as trustee for the liquidation of the
business of BLMIS, has asked the Bankruptcy Court to reject leases
to six vehicles, which included the Mercedes.

According to documents submitted to the Court, Craig Kugel was an
employee of BLMIS.  However, to facilitate the lease for the
Mercedes from Rallye Motors, Peter Madoff, managing director,
chief compliance officer and general counsel of BLMIS, instructed
Mr. Kugel to sign the document on behalf of the firm, and
designated Mr. Kugel as director of the firm.

"Craig Kugel followed the instructions and directions of Peter
Madoff, went to Rallye Motors, signed the Lease Agreement on
behalf of Bernard L. Madoff Securities, LLC, by affixing his name
as "Craig Kugel, Director", and signed as the required guarantee
as "Craig Kugel" but neglected to add the words "as director," his
counsel, William A. Gogel, Esq., explains.  According to Mr.
Gogel, his client never intended to be a personal guarantor of the
lease.

Mr. Picard has surrendered the Mercedes to Rallye Motors.  The
actions of the trustee in surrendering the vehicle without Mr.
Kugel's knowledge or consent has deprived Mr. Kugel of the
opportunity of keeping and paying for the vehicle, or attempting
to re-negotiate the lease price; or take other actions to protect
his credit rating.

Mr. Kugel has received a notice of default, which required him to
pay $1,712 for the month of January 2009.  The trustee estimated
that the total remaining lease payment is in the sum of $58,213.

                      About Bernard L. Madoff

Bernard L. Madoff Investment Securities LLC was a market maker in
US stocks, including all of the S&P 500 and more than 350 Nasdaq
stocks.  The firm moved large blocks of stock for institutional
clients by splitting up orders or arranging off-exchange
transactions between parties.  It also performed clearing and
settlement services.  Clients included brokerages, banks, and
other financial institutions.  In addition, Madoff Securities
managed assets for high-net-worth individuals, hedge funds, and
other institutional investors.

The firm is being liquidated in the aftermath of a fraud scandal
involving founder Bernard L. Madoff.

As reported by the Troubled Company Reporter on Dec. 15, 2008, the
Securities and Exchange Commission charged Bernard L. Madoff and
his investment firm, Bernard L. Madoff Investment Securities LLC,
with securities fraud for a multi-billion dollar Ponzi scheme that
he perpetrated on advisory clients of his firm.  The estimated
losses from Madoff's fraud were at least $50 billion

Also on Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S.
District Court for the Southern District of New York granted the
application of the Securities Investor Protection Corporation for
a decree adjudicating that the customers of BLMIS are in need of
the protection afforded by the Securities Investor Protection Act
of 1970.  Irving H. Picard, Esq., was appointed as trustee for the
liquidation of BLMIS, and Baker & Hostetler LLP was appointed as
counsel.


BKF CAPITAL: Relocates Offices to Boca Raton, Florida
-----------------------------------------------------
BKF Capital Group, Inc., relocated its offices to 1 North Federal
Highway, Suite 201, Boca Raton, Florida 33421.  The company's
telephone number is (561) 362-4199.

The company occupies the Premises pursuant to a Sublease, dated
Jan. 1, 2009, by and between the company and 1st United, LLC, a
Florida limited liability company.  Pursuant to the Sublease,
during the period Jan. 1, 2009, and Dec. 31, 2011, the company
occupies the Premises, which is approximately 2,027 square feet,
at a base rent of $28,378, $30,405, and $32,432 for the first,
second and third year, respectively, plus additional rent,
including, operating expense and taxes.  On Jan. 22, 2009, the
company received a signed copy of the Sublease executed by 1st
United, LLC.

A copy of the form Sublease is available for free at:

                http://ResearchArchives.com/t/s?3900

New York City-based BKF Capital Group Inc. (OTHER OTC: BKFG.PK)
does not have significant operations.  Previously, the company was
engaged in the provision of investment advisory and asset
management services in the United States.

                       Going Concern Doubt

Holtz Rubenstein Reminick LLP, in New York, expressed substantial
doubt about BKF Capital Group Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.

The auditing firm stated that the company experienced a total loss
of assets under management and as a result the company has had a
significant decline in revenues in 2007 and no longer has an
operating business.

The company continues to evaluate strategic alternatives: either
commence a new business or liquidate.  Historically, the company
has funded its cash and liquidity needs through cash generated
from operations; however, in light of the above, the company
expects that cash generated from current operations will not be
sufficient to fund operations and that the company will use its
existing working capital to fund operations.


BKF CAPITAL: Royce & Associates Owns 7.7% of Shares
---------------------------------------------------
In a regulatory filing, Royce & Associates, LLC disclosed that it
may be deemed to beneficially own 614,050 shares or 7.7% of BKF
Capital Group, Inc.'s common stock.

A full-text copy of the Schedule 13G filed by Royce with the
Securities and Exchange Commission is available for free at:

             http://ResearchArchives.com/t/s?38e4

As of Nov. 12, 2008, 7,973,216 shares of BKF Capital's common
stock, $1.00 par value, were outstanding.

New York City-based BKF Capital Group Inc. (OTHER OTC: BKFG.PK)
does not have significant operations.  Previously, the company was
engaged in the provision of investment advisory and asset
management services in the United States.

                       Going Concern Doubt

Holtz Rubenstein Reminick LLP, in New York, expressed substantial
doubt about BKF Capital Group Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.

The auditing firm stated that the company experienced a total loss
of assets under management and as a result the company has had a
significant decline in revenues in 2007 and no longer has an
operating business.

The company continues to evaluate strategic alternatives: either
commence a new business or liquidate.  Historically, the company
has funded its cash and liquidity needs through cash generated
from operations; however, in light of the above, the company
expects that cash generated from current operations will not be
sufficient to fund operations and that the company will use its
existing working capital to fund operations.


BONTEN MEDIA: S&P Downgrades Corporate Credit Rating to 'SD'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on New York City-based Bonten Media Group Inc. to 'SD'
(indicating a selective default) from 'B'.  The rating was removed
from CreditWatch, where it was placed with negative implications
on Nov. 24, 2008.

At the same time, S&P lowered the issue-level rating on the
company's senior subordinated toggle notes to 'D' from 'CCC+' and
removed it from CreditWatch.

The 'B+' issue-level rating on Bonten's senior secured debt
remains on CreditWatch with negative implications, where it was
placed on Nov. 24, 2008.

The downgrade of the corporate credit rating and the issue-level
rating on the toggle notes reflects the company's repurchase and
retirement of toggle notes in a private transaction at a steep
discount to face value, as well as the company's heavily debt
burdened capital structure.  S&P view this transaction as
tantamount to a default, although it does not constitute a legal
default.  The company announced that it has redeemed $27.6 million
of the principal amount of the notes at an extremely steep
discount.

"In completing our review of Bonten's ratings, S&P will reassess
the company's business outlook over the immediate term in the
context of the change in its capital structure," said Standard &
Poor's credit analyst Deborah Kinzer.


BRIGHTER MINDS: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
Brighter Minds Media has filed for Chapter 11 bankruptcy
protection, Gamasutra.com reports.

Owen Good posted on Kotaku.com that Brighter Minds' Chapter 11
bankruptcy filing would allow the firm to retain control over its
operations while it reorganizes to pay its creditors.

According to Gamasutra.com, Brighter Minds has not issued any
formal statement in relation to the bankruptcy filing.

Ohio-based Brighter Minds Media published the PC version of 2D
Boy's acclaimed debut title World of Goo, and is responsible for
retail sales of the game in North America.  Brighter Minds' retail
portfolio is largely centered on casual and family-oriented
offerings, particular child-centric educational software.


CALIFORNIA STATE: Will Delay $4-Bil. Payments to Preserve Cash
--------------------------------------------------------------
Bobby White and Stu Woo at The Wall Street Journal report that the
state of California's chief accountant will start delaying almost
$4 billion of scheduled state payments, income-tax refunds, grants
to college students, and welfare checks to prevent the state from
running out of cash.

Citing economists, WSJ relates that the delays, which controller
John Chiang said will last for 30 days, will further hurt the
state economy.  WSJ quoted Mr. Chiang as saying, "I am very
concerned about the potentially devastating impact to individuals,
to families, to businesses . . . my principal responsibility at
this time is to make sure that California does not go into
default."

According to WSJ, Mr. Chiang has been warning that the state would
run out of cash next month if legislators fail to agree on a
balanced budget.  A budget deficit is projected to reach abut $42
billion by mid-2010, WSJ says, citing the state's chief
accountant.  He said that he must delay payments to meet
constitutionally mandated debt obligations, the report states.

The postponement of income-tax refunds means that local retailers
and businesses won't get the expected annual short-term jolt of
cash, WSJ reports, citing California's Legislative Analyst's
Office Budget analyst Jason Dickerson.  Mr. Dickerson said that
counties and cities will have to cover the costs for many social-
service programs, WSJ relates.

Dero Forslund, the administrative officer of Trinity County in
Northern California, said that the county has two to three weeks
of reserves, and would have to issue IOUs to its 320 workers once
the money runs out, according to WSJ.  Citing Mr. Forslund, the
report states that the county, which was $2 million from the state
in February, would also consider service reductions,.


CARABEL EXPORT: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Carabel Export and Import Inc.
        Dba ItalCeramica
        P.O. Box 961
        Caguas, PR 00726

Bankruptcy Case No.: 08-08956

Debtor-affiliates filing separate Chapter 11 petitions:

   Entity                               Case Number
   ------                               -----------
Quattro Group Corporation                 08-08960
Architectural Materials Corp.             08-08958
MHD Investments Corporation               08-08961

Chapter 11 Petition Date: December 30, 2008

Court: United States Bankruptcy Court
       District of Puerto Rico (Old San Juan)

Judge: Enrique S. Lamoutte

Debtor's Counsel: Charles Alfred Cuprill, Esq.
                  Charles A Curpill, PSC Law Office
                  356 Calle Fortaleza, Second Floor
                  San Juan, PR 00901
                  Tel: (787) 977-0515
                  Email: cacuprill@aol.com

Total Assets: $14,544,289

Total Debts: $26,957,250

The Debtors' 19 largest unsecured creditors:

   Entity                       Nature of Claim    Claim Amount
   ------                       ---------------    ------------
WesternBank                     C-Debtor in Bank     18,178,438
WesternBank World Plaza         Loans
Suite 600, Hato Rey
San Juan, PR 00918

Departamento De Hacienda        Taxes                 2,288,192
de PR
Bankruptcy Section (424-B)
PO Box 9024140
San Juan, PR 00902-4140

CRIM                            Property taxes          740,265
P.O. Box 70235
San Juan, PR 00936-8235

Ceramica Artistica Due          Inventory               375,199
                                Purchases

Atlas Concorde S.P.A.           Inventory               293,802
                                Purchases

Happy House                     Inventory               252,938
                                Purchases

Novabell SRL                    Inventory               224,868
                                Purchases

Laufen Tile                     Inventory               166,875
                                Purchases

Sichenia Grupp Ceramica         Inventory               145,110
                                Purchases

Edilgres Sirio                  Inventory               141,475
                                Purchases

Sucs Manuel Gomez Gomez         Inventory               134,448
Properties                      Purchases

Technokolla SpA                 Inventory               133,254
                                Purchases

Domino Ind Ceramics SA          Inventory               129,189
                                Purchases

Pamesa Ceramica, SL             Inventory               125,926
                                Purchases

F.J. Tytherleigh                Freight Services        111,348

Luis Sanchez Diez, S.A.         Inventory                97,142
                                Purchases

Martinez, Odell & Calabria      Legal fees               87,233

Municipio De San Juan           Municipal sales          85,281
                                and use tax

Stylnul, SA                     Inventory                81,585
                                Purchases

Unicom SRL                      Inventory                78,506
                                Purchases


CARABEL EXPORT: Status Conference Today; 341 Meeting on Feb. 12
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Puerto Rico
will hold a Chapter 11 status conference at 10:00 a.m. today in
the bankruptcy cases of Carabel Export and Import Inc. and its
affiliates.

The status conference will be held at the U.S. Post Office &
Courthouse Building, 300 Recinto sur, 2nd Floor Courtroom 2 in San
Juan.

Meanwhile, Monsita Lecaroz Arribas of the United States Trustee's
office in San Juan will continue the meeting of creditors under
Sec. 341(a) of the Bankruptcy Code in the Debtors' bankruptcy
cases to February 12, 2009, at 9:00 a.m.  Venue of the meeting is
the 341 Meeting Room, Ochoa Building, 500 Tanca Street, First
Floor, in San Juan.

The meeting was first held January 30.

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtors' representative under
oath about the Debtors' financial affairs and operations that
would be of interest to the general body of creditors.

Based in Caquas, Puerto Rico, Carabel Export and Import Inc., dba
ItalCeramica, and its affiliates filed separate Chapter 11
petitions on December 30, 2008 (Bankr. D. P.R. Case No. 08-08956).
The Hon. Enrique S. Lamoutte oversees the case.  Charles Alfred
Cuprill, Esq., in San Juan, represents the Debtors.  When it filed
for bankruptcy, Carabel disclosed $14,544,289 in total assets, and
$26,957,250 in total debts.


CARABEL EXPORT: Court to Hear Cash Collateral Use Extension Today
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Puerto Rico
granted Carabel Export and Import Inc., dba ItalCeramica, limited
authority to use the cash collateral of WesternBank Puerto Rico
and the Debtors' inventories.

The Court's order provides that:

   -- the Debtor is authorized to use up to $125,000 per week for
      critical operating expenses;

   -- the use of cash collateral does not extend to collateral
      foreclosed prior to petition date;

   -- at least 33% of the authorized weekly amount will be used
      to replenish inventory; and

   -- authorization is up to February 3, 2009.

The Court will convene a hearing today to consider the Debtors'
request for continued use of cash collateral and inventory, as
well as the request of WesternBank to prohibit the use of cash
collateral.

WesterBank has argued that it should not be forced, through the
non-consented use of its cash collateral, to place its property
and collateral at substantial risk by essentially "financing" a
bankruptcy proceeding that has minimum, if any, probability of
reorganization.  WesternBank says the likelihood of it recovering
on the used cash collateral is remote.  It noted that the Debtors
have no equity in any of their assets, as all are encumbered to
WesternBank and that there are no purchasers or refinancing
alternatives that could provide a viable exit strategy pursuant to
which creditors will be paid.

WesternBank provided the Debtor certain term and revolving credit
facilities.  As of the petition date, the Debtor has incurred at
least $18.5 million in obligations to WesternBank.

The Debtors filed for bankruptcy to thwart attempts by WesternBank
to foreclose on the collateral.

Western Bank has noted that the Debtors have diverted to their
insiders more than $16 million of WesternBank property and, in the
last year, WesternBank's collateral has been dissipated by more
than $10 million in value, representing a loss to the bank of 50%
of its collateral.  WesternBank also noted that the deterioration
in value has continued in the last months, in the approximate
amount of $1 million per month.

                            Too Early

The Court had denied a bid by the U.S. Trustee to appoint a
chapter 11 trustee or examiner; or convert the Debtors' cases to
Chapter 7.  The Court denied the U.S. Trustee's request "without
prejudice to resubmitting, pleading the facts in support of the
motion with particularity."

The Court "substantively agrees with the legal exposition.
However . . . the only factual allegation in support of the
request to appointment of a trustee is clearly insufficient."

The Court also held that the request to convert to Chapter 7 is
premature.

In its request, the U.S. Trustee pointed to the allegations
WesternBank made in opposition to the use of its collateral.
According to the U.S. Trustee, appointment of a trustee is
necessary if there are reasonable grounds to suspect that
management participated in wrongdoing.  The U.S. Trustee also
noted that if the Court denies the use of cash collateral, the
Debtors would be unable to reorganize under Chapter 11 and
conversion of the case to Chapter 7 would be in the best interest
of creditors.

Based in Caquas, Puerto Rico, Carabel Export and Import Inc., dba
ItalCeramica, and its affiliates filed separate Chapter 11
petitions on December 30, 2008 (Bankr. D. P.R. Case No. 08-08956).
The Hon. Enrique S. Lamoutte oversees the case.  Charles Alfred
Cuprill, Esq., in San Juan, represents the Debtors.  When it filed
for bankruptcy, Carabel disclosed $14,544,289 in total assets, and
$26,957,250 in total debts.


CARBIZ INC: DSC Buys SWC's Lender Rights Under Loan Pact
--------------------------------------------------------
CarBiz Inc. and its operating subsidiaries entered into an Asset
Purchase Agreement with (i) Dealer Services Corporation, (ii)
Ronald Peterson, who is the Chapter 7 Trustee of SWC Services LLC,
CarBiz's lender under the Second Amended and Restated Loan and
Security Agreement between the company, its operating subsidiaries
and SWC, and (iii) the other parties to the Loan Agreement and the
various guaranties and other documents delivered to SWC in
connection with the Loan Agreement.

Under the Asset Purchase Agreement, DSC agreed to purchase, and
the Trustee agreed to transfer and assign to DSC all of the rights
and interest of SWC under the Loan Agreement and the other
documents entered into by CarBiz, its subsidiaries and the various
guarantors in connection with the Loan Agreement.

A full-text copy of the Asset Purchase Agreement is available for
free at:

               http://ResearchArchives.com/t/s?38e8

The Asset Purchase Agreement provides that, in consideration for
the transfer to DSC of SWC's rights in the Loan Documents, DSC
will pay to the Trustee the sum of $12,000,000.  The amount of
$9,000,000 will be payable on the later of: (i) Feb. 20, 2009, or
(ii) three business days after the Trustee's receipt of a final
order of the United States Bankruptcy Court for the Northern
District of Illinois, which has jurisdiction over the bankruptcy
of SWC, approving the transfer of SWC's interests in the Loan
Documents to DSC.  A "final order" means a final order of the
Court approving the terms of the Agreement which is no longer
subject to appeal or certiorari with no such appeal or certiorari
pending.  If the final order is effective on or before Feb. 16,
2009, then $3,000,000 will be paid three business days after the
Trustee's receipt of the final order, and upon receipt of such
amount the Trustee will release all of its liens and encumbrances
in and to the automobile inventory of the company.  However, in
the event that a lien search indicates liens against Carbiz or any
of its operating subsidiaries that are borrowers under the Loan
Agreement other than those held by Trafalgar Capital Specialized
Investment Fund, Luxembourg, then the $3,000,000 will be paid on
the Final Closing Date along with the $9,000,000.

The Asset Purchase Agreement also provides that the Loan Agreement
will be amended, effective as of the Final Closing Date, pursuant
to the terms of the Third Amended and Restated Loan and Security
Agreement by and between the company, its operating subsidiaries,
DSC and the other parties thereto.  The New Loan Agreement
substantially revises the terms of the Loan Agreement, and
provides that DSC will forgive all of the outstanding balance due
under the Loan Agreement in excess of $12,000,000.  At Oct. 31,
2008, there was a total balance of $41,287,764 borrowed under the
SWC credit facilities.  The forgiveness of the amount will result
in the company recognizing income for both financial reporting and
federal income tax purposes in the amount of the difference
between the amount owed as of the Final Closing Date and
$12,000,000, less the amount of any costs incurred.  The company
anticipates that, in addition to normal transaction costs
including Commitment Fees and legal costs, it will incur
significant costs related to the restructuring of current notes
receivable required under the New Loan Agreement.  Additionally,
the company may incur the Deferral Fee.  The amount of these
various costs and the timing of the accounting recognition related
to this transaction cannot presently be determined and will not be
determinable until all requirements of the transaction are
complete.

A full-text copy of the Third Amended And Restated Loan And
Security Agreement is available for free at:

                http://ResearchArchives.com/t/s?38e9

It is anticipated that the company will apply IRC Section 108 to
the gain associated with the forgiveness of debt.  The company
believes that it has net operating loss carry forwards available
that will be adequate to absorb any remaining income.  However, as
a consequence of using IRC Section 108, these NOLs will most
likely be reduced to zero in the year after the transaction.
There may also be other adjustments that the company must make
that would have the effect of deferring any potential income tax
liabilities.  The company believes that beyond the reduction of
the NOLs that these other adjustments will not have a material
impact on the company's consolidated financial position.

As DSC primarily provides financing to car dealers who lease
automotive vehicles to consumers, the New Loan Agreement provides
that the company must convert a number of outstanding notes
receivable due from consumers who have purchased vehicles from the
company into closed-end leases or pay a substantial penalty to
DSC.  Under the New Loan Agreement, the company must deliver to
DSC by the Final Closing Date a set of conversion documents,
consisting of a signed closed-end lease and a bill of sale for
each vehicle, with respect to vehicles with an aggregate Floor
Plan Value of at least $9,000,000.  The conversion documents must
be accompanied by an officer's certificate which acknowledges that
to the best of the officer's knowledge, no person other than the
company has a lien on any of the motor vehicles that are the
subject of the conversion documents.  For purposes of this
paragraph, "Floor Plan Value" means the Black Book Value for a
motor vehicle plus $600.  The aggregate Floor Plan Value of all of
the motor vehicles for which conversion documents and the related
officer's certificate are delivered to DSC is hereinafter referred
to as the "Total Floor Plan Value".  The company expects to incur
significant costs in connection with the conversion of these notes
receivable, including incentives to borrowers under the notes
receivables.  The amount of these costs, including incentives, are
not presently determinable.

If the company fails to deliver the conversion documents on the
Final Closing Date, the company must pay to DSC a fee of
$1,000,000.  The company must pay additional Deferral Fees of
$125,000 per week for each week until such conversion documents
are delivered.

In the event that it is determined by DSC that any motor vehicle
to which any set of conversion documents relates has a lien on its
title, other than the lien in favor of the company, then the
conversion documents relating to such motor vehicle will be deemed
to be void and the Floor Plan Value of such motor vehicle shall be
deducted from the Total Floor Plan Value.  In the event that a
sufficient number of motor vehicles are subsequently determined to
have such additional liens upon their titles such that the Total
Floor Plan Value is reduced to an amount less than $9,000,000 by
operation of the immediately preceding sentence (the difference
between $9,000,000 and the Total Floor Plan Value is hereinafter
referred to as the "Deficiency"), then the company must pay the
Deferral Fee to DSC if, within five business days after notice to
the company of such title defects, the company (i) does not cure
the title defects with respect to motor vehicles with an aggregate
Floor Plan Value at least equal to the Deficiency and (ii) does
not deliver conversion documents relating to additional motor
vehicles with an aggregate Floor Plan Value at least equal to the
Deficiency, accompanied by an officer's certificate, or some
combination thereof such that the Deficiency is reduced to zero.
The Deferral Fee will continue to be payable until the company has
complied with the conditions in clause (i) and (ii) above
sufficient to remove any Deficiency.

Any Deficiency will bear interest at a rate of 12% annually, and
the amount of any remaining Deficiency will be due and payable six
months after the Final Closing Date.

The New Loan Agreement provides the company with floor plan
financing, and generally provides that all advances borrowed to
purchase vehicles must be repaid ratably over a two-year period,
or upon the sale of the associated vehicle.  For loans which are
converted to closed-end leases, the two years will commence on the
date of conversion. T he total credit limit under the New Loan
Agreement is $14,000,000, which includes the $12,000,000 to be
paid to the Trustee under the Asset Purchase Agreement.  As
amounts are repaid to DSC, the company will be able to re-borrow
funds to purchase additional vehicles; provided however, that all
advances under the New Loan Agreement are at the sole discretion
of DSC. The interest rate for all advances under the floor plan
facility, including the amount paid to the Trustee for the
company's inventory of vehicles and all vehicles subject to the
conversion documents, will be variable, based upon published rates
of DSC. The current rate is 7.5%.

With respect to loans provided to previous purchasers of vehicles
which are not converted into closed-end leases well as loans
provided to future purchasers of vehicles, provided that the
company is not in default under the New Loan Agreement, the
company will be entitled to sell the loans and use the proceeds to
meet operating expenses and other liabilities.

It is anticipated that with the ability to purchase additional
vehicles and maintain appropriate inventory levels the company
will return to sales levels previously achieved.  Management
expects new closed-end lease receivable and notes receivables to
provide increased cash flow from payment streams from all
geographic segments of the portfolio.  Management also expects to
sell a certain portion of loans aged at least 90 days to provide
additional cash flow. Should the company achieve previous sales
rates, it is anticipated that the combination of cash flow from
payment streams and the sale of loans will be sufficient to
support operations and debt service obligations of the company.

All of the financial covenants contained in the prior Loan
Agreement have been deleted from the New Loan Agreement and
replaced by an obligation for the company to maintain a minimum of
$3,500,000 of accounts receivable.  As was the case under the
previous Loan Agreement, the obligation of the company and its
operating subsidiaries to pay all amounts due under the New Loan
Agreement is secured by a pledge to DSC of all of the assets of
the company and its operating subsidiaries.  Also, Carl Ritter,
chief executive officer of the company, has pledged his shares of
the company's common stock (3,944,112 shares) to DSC as additional
collateral.

In connection with entering into the New Loan Agreement, the
company will pay to DSC an origination fee equal to $120,000 and a
commitment fee of $250,000.  In addition, the company will issue
warrants to DSC to purchase 9,718,289 shares of the company's
common stock at a purchase price of $.03 per share, which was the
share price in late December/early January when the company and
DSC began negotiating the terms of the New Loan Agreement.  The
warrant will expire on Feb. 28, 2014 unless it is exercised prior
to that date.  The company has agreed to enter into the
Registration Rights Agreement on or before Dec. 31, 2010, pursuant
to which the company will be required to register for resale by
DSC the shares to be issued to DSC under the warrant, and to use
its commercially reasonable efforts to obtain all necessary
consents to enter into the agreement.

A full-text copy of the WARRANT IN FAVOR OF DEALER SERVICES
CORPORATION is available for free at:

               http://ResearchArchives.com/t/s?38ea

A full-text copy of the REGISTRATION RIGHTS AGREEMENT is available
for free at:

               http://ResearchArchives.com/t/s?38eb

The issuance of the warrant is exempt from registration under the
Securities Act of 1933 by virtue of the private placement
exemption provided in Section 4(2) of the Act.

In connection with entering into the Asset Purchase Agreement and
the New Loan Agreement, the company, DSC and Trafalgar Capital
Specialized Investment Fund, Luxembourg, entered into a Fifth
Amendment To and Reaffirmation Of Subordination and Inter-creditor
Agreement, dated Jan. 14, 2009, amending the Subordination and
Inter-creditor Agreement between Trafalgar and DSC, as SWC's
assignee of that agreement. Under the Fifth Amendment, Trafalgar
consented to the execution and delivery of the New Loan Agreement
and the performance of the terms thereof.  Further, DSC, the
company and Trafalgar agreed that the definition of "Permitted
Subordinated Indebtedness Payments" set forth in Section 1 of the
Subordination and Inter-creditor Agreement would be amended upon
the consummation of the transactions contemplated under the Asset
Purchase Agreement by amending and restating clauses (a) and (f)
to read as:

   a) these payments of interest and principal on account of the
      Subordinated Indebtedness as evidenced by the Subordinated
      Debentures at the times specified:

     Date                           Amount
     ----                           ------
     March 2009                     $250,000
     Monthly April 2009
     through December 2009           $50,000
     Monthly January 2010
     through August 2010            $100,000

   f) $5,135,000 in September 2010, but only so long as:

      i) the Borrowers have Accounts arising from buy-here-pay-
         here transactions which are not in default or
         contractually delinquent and are not subject to any Lien
         other than the Lien of DSC and which have an aggregate
         principal balance of at least $10,000,000; and

     ii) after the payment to Subordinated Creditor contemplated
         by this clause (f), the Borrowers, on a consolidated
         basis, will have cash on hand that exceeds their
         consolidated current payables by at least $1,000,000.
         For the purposes of this clause (f), the terms "Account"
         and "Lien" will have the meaning ascribed to those terms
         in the Third Amended and Restated Loan Agreement.

Also, that subsection 2.7 of the Subordination and Inter-creditor
Agreement would be amended to increase the 120 day stand-still
period in clause (b)(i) of subsection 2.7 to one year.

DSC and Trafalgar also agreed in the Subordination and Inter-
creditor Agreement that if the indebtedness to Trafalgar is not
satisfied in September 2010, because the conditions in clause (f)
of the definition of Permitted Subordinated Indebtedness Payments
are not met, DSC will negotiate in good faith a modification to
the definition of Permitted Subordinated Indebtedness Payments
that would permit some or all of the indebtedness to be paid
either in a lump sum or over time so long as, in the opinion of
DSC, the payment or payments would not impose undue strain on the
financial capabilities of the company and its operating
subsidiaries.

It is anticipated that the Court will hold a hearing on the
transfer of the Loan Documents on or about Jan. 30, 2009.  To
date, the company hasn't provide any update on this matter.
Assuming an initial order approving the transfer is issued on or
about that date, creditors of SWC will have 10 days to appeal such
order.  If no appeal is taken, the order should become final after
the expiration of the 10 day period, and the transactions
contemplated by the Asset Purchase Agreement would be consummated
thereafter in accordance with the terms of the Asset Purchase
Agreement.  There can be no assurance that the Court will approve
the Asset Purchase Agreement or that, if it is approved by the
Court, there will not be an appeal of the order.  In the event of
an appeal, DSC and the Trustee will have the opportunity to
terminate the Asset Purchase Agreement.  In the event, there can
be no assurance that the company could obtain other financing to
allow it to continue its business.

A full-text copy of Amended and Restated Carbiz Inc. Guaranty is
available for free at:

               http://ResearchArchives.com/t/s?38ec

A full-text copy of Guaranty In Favor Of Dealer Services
Corporation dated JAN. 16, 2009, is available for free at is
available for free at:

               http://ResearchArchives.com/t/s?38ed

A full-text copy of Form Of Floor Plan Financing Notes is
available for free at:

               http://ResearchArchives.com/t/s?38ee

A full-text copy of Fifth Amendment And Reaffirmation, Dated Jan.
16, 2009, is available for free at:

               http://ResearchArchives.com/t/s?38ef

                        About CarBiz Inc.

Headquartered in Sarasota, Florida, CarBiz Inc. (OTC BB: CBZFF)
-- http://www.carbiz.com/-- owns and operates a chain of buy-here
pay-here dealerships through its CarBiz Auto Credit division.  The
company is also a provider of software, training and consulting
solutions to the buy-here pay-here auto dealers in the United
States.  CarBiz's suite of business solutions includes dealer
software products focused on the buy-here pay-here, sub-prime
finance and automotive accounting markets.

Capitalizing on expertise developed over 10 years of providing
software and consulting services to buy-here pay-here businesses
across the United States, CarBiz entered the buy-here pay-here
business in 2004 with a location in Palmetto, Florida.  CarBiz has
added two more credit centers since -- in Tampa and St. Petersburg
-- and recently acquired a large regional chain in the Midwest,
bringing the total number of dealerships to 26 in eight states.

At Oct. 31, 2008, the company's balance sheet showed total assets
of $32,887,976, total liabilities of $52,741,192 and stockholders'
deficit of $19,853,216.

For the three months ended Oct. 31, 2008, the company posted net
loss of $5,811,687 compared with net loss of $2,745,525 for the
same period in the previous year.

For the nine months ended Oct. 31, 2008, the company posted net
loss of $4,255,539 compared with net loss of $4,697,449 for the
same period in the previous year.

                       Going Concern Doubt

Aidman, Piser & company P.A., in Tampa, Florida, expressed
substantial doubt about Carbiz Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Jan. 31, 2008.


CARE FOUNDATION: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Care Foundation of America, Inc.
        611 Commerce Street, Suite 3125
        Nashville, TN 37203

Bankruptcy Case No.: 08-12367

Debtor-affiliates filing separate Chapter 11 petitions:

   Entity                               Case Number
   ------                               -----------
Bear Creek Lessor/LLC                     08-12369
Brooksville Lessor/LLC                    08-12370
Cypress Cove Lessor/LLC                   08-12372
Heather Hill Lessor/LLC                   08-12373
Royal Oak Lessor/LLC                      08-12376

Chapter 11 Petition Date: December 31, 2008

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: Keith M. Lundin

Debtor's Counsel: DAVID E. LEMKE, Esq.
                  WALLER LANDSDEN DORTCH & DAVIS
                  PO BOX 198966
                  NASHVILLE, TN 37219
                  Tel: (615) 840-8655
                  Fax: (615) 244-6804
                  Email: dlemke@wallerlaw.com

Estimated Assets: $50,000,001 to $100,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Debtors' six largest unsecured creditors:

   Entity                       Nature of Claim    Claim Amount
   ------                       ---------------    ------------
Health Services Management      Obligation held         500,000
Inc.                            in escrow to be
714 South Church Street,        paid if, Health
Suite A                         Services
Murfreesboro, TN 37130          Management, the
                                lessee of Ayers
                                Health & Rehab
                                Center, performs
                                as required
                                under lease

KPMG LLP                        Accounting and           10,260
Suite 2000                      valuation
303 Peachtree Street, NE        services
Atlanta, GA 30308-3210

Tennessee Dept. of State        Filing fee and              200
William R. Snodgrass            penalty for
Tennessee Tower                 failure to file
312 8th Ave. North, 8th Flr.    charitable
Nashville, TN 37243             solicitations
                                registration

Baker, Campbell & Parsons       Legal services          Unknown
                                provided to W.
                                Andrew Adams,
                                Jr., former
                                Board member of
                                Care Foundation,
                                in conjunction
                                with TN Atty.
                                General
                                Investigation

Isaacs-Ramsey Law Firm          Legal services          Unknown
                                provided to
                                Melissa Oden,
                                former Board
                                member of Care
                                Foundation in
                                conjunction
                                with TN Atty.
                                General
                                Investigation

Nashville Bank & Trust Co.      Professional            Unknown
                                Services


CENTURY ALUMINUM: S&P Downgrades Corporate Credit Rating to 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Service lowered its ratings on Century
Aluminum Ltd., including its corporate credit rating to 'B' from
'BB-'.  At the same time, S&P removed them from CreditWatch, where
they were placed with negative implications on Dec. 16, 2008.  The
outlook is negative.

The downgrade reflects S&P's expectation that operating results
will deteriorate over the next several quarters due to continued
low aluminum prices that are unlikely to show significant
improvement until general economic activity picks up globally and
high inventory levels are reduced.  At current price levels of
around 60 cents per pound, the company has indicated that its
North American smelters are operating below cash breakeven level.
As a result, despite the company's recent $110 million equity
offering and its steps to reduce costs and production, S&P would
expect that liquidity, which S&P consider to currently be adequate
for the rating at about $250 million, could narrow significantly
during 2009 as the company uses cash to fund losses and curtail
facilities.


CHRIS' AUTO: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Chris' Auto Repair, LLC
        dba C&A Auto Center
        dba LAZ Auto Rental & Sales
        12881 West Grand Avenue
        Surprise, AZ 85374

Bankruptcy Case No.: 09-01641

Chapter 11 Petition Date: January 30, 2009

Court: District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: J. Kent MacKinlay, Esq.
                  kent@mackinlaylawoffice.com
                  Warnock, MacKinlay & Associates PLLC
                  1019 S. Stapley Drive
                  Mesa, AZ 85204
                  Tel: (480) 898-9239
                  Fax: (480) 833-2175

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $100 million

The Debtor did not file a list of 20 largest unsecured creditors.

The petition was signed by Christos A. Moustakas, member.


CHRYSLER LLC: Will Disclose Attrition Programs at U.S. Plants
-------------------------------------------------------------
General Motors Corp. and Chrysler LLC will disclose attrition
programs at U.S. plants this week to further cut labor costs, John
D. Stoll, Jeff Bennett, and Alex P. Kellogg at The Wall Street
Journal report, citing people familiar with the matter.

WSJ relates that the plans include worker buyouts.  United Auto
Workers officials at GM have received details of the plans, the
report says.

According to WSJ, GM and Chrysler are under pressure to comply
with viability requirements set by the Treasury Department.  GM
and Chrysler, says WSJ, must submit viability plans to the
government by Feb. 17.  The report states that reducing hourly-
labor costs is a substantial portion of the plans.

Citing GM union officials, WSJ says that the program would
"address the number of surplus employees and create the potential
for hiring entry-level employees when the business environment
improves."

WSJ reports that workers will be able to retire under a normal or
voluntary basis, and get a $25,000 vehicle voucher and $20,000
cash.  The report states that the vehicle voucher will be valid
for 18 months.

GM, according to WSJ, told union officials that the Treasury is
placing certain restrictions on the company's plan, including
restriction of the use of pension funds to pay for attrition
packages.

Citing a union official, WSJ relates that retirement-eligible
Chrysler workers who decide to leave will get a $50,000 incentive
and a $25,000 Chrysler vehicle voucher.  The source said that
employees who accept a buyout and leave with no retiree health-
care benefits get $75,000 and a $25,000 car voucher, WSJ states.

WSJ quoted Chrysler spokesperson Shawn Morgan as saying, "Given
the difficult economic and market conditions in the U.S., Chrysler
LLC determined in December 2008 that it would offer another phase
of special [attrition] programs."  According to the report, Ms.
Morgan said that the decision period for the majority of hourly
represented skilled and non-skilled workers is between Feb. 2 and
Feb. 25.

The original plan was to offer the program in December and
January, but "due to the fact that many of the company's
facilities had suspended production for extended periods in
December and January, the program offerings are being rolled out
now," WSJ reports, citing Ms. Morgan.

               Fiat Mulling Chrysler's Operations

John D. Stoll and Jeff Bennett at WSJ report that Fiat SpA CEO
Sergio Marchionne said that the company is still analyzing
Chrysler's vehicle-production operations and then will study that
company's finances.

As reported by the Troubled Company Reporter on Jan. 22, 2009,
Fiat is in talks with Chrysler about acquiring a stake in the U.S.
car maker and forming a partnership to let the Italian auto maker
build and sell its small cars in the U.S.  Fiat is likely to take
a 35% stake in Chrysler by the middle of the year. Chrysler's
alliance with Fiat will proceed if Chrysler gets
$3 billion more in financial aid from the U.S. government.

Citing Mr. Marchionne, WSJ says that Fiat wants to complete its
review soon so Chrysler can meet a Feb. 17 U.S. government
deadline.  According to the report, the Fiat alliance is part of
Chrysler's viability plan.

Mr. Marchionne, WSJ relates, said that Fiat won't put any cash
into Chrysler but it will provide small cars and fuel-efficient
engines that Chrysler needs that would cost Chrysler about
$3 billion or more to develop.  Fiat, in exchange, would get a 35%
stake in Chrysler but is "not taking a dollar out of Chrysler.
We're doing this for free," WSJ quoted Mr. Marchionne as saying.

Fiat could use its alliance with Chrysler to sell its vehicles, or
other brands it owns, within a year of agreeing on a pact, WSJ
states, citing Mr. Marchionne.  WSJ reports that Mr. Marchionne
said that Fiat is willing to invest $3 billion to $4 billion of
various technologies into Chrysler's operations in coming years to
help Chrysler become viable and in turn make Fiat's stake worth
something.  "We are going to help them where we can
operationally.... We need to come up with a capital structure of
Chrysler so that by the time we finish with all these gyrations,
the lottery ticket delivers-we will have 35% of something that is
worth something.  I don't want to go through the next five years
owning 35% of nothing.  The objective here, ultimately, is to
deliver value for Fiat shareholders," WSJ quoted Mr. Marchionne as
saying.

     Chrysler Financial Hinders Bid to Boost Vehicle Sales

Alex P. Kellogg at WSJ relates that Chrysler Financial, Chrysler's
former financing unit, is hampering Chrysler's bid to increase
vehicle sales and drum up revenue.

WSJ reports that Chrysler Financial had been a "captive" lender
with the primary mission of helping Chrysler sell cars and trucks,
even if it meant sacrificing profit to do so.  When Cerberus
Capital Management LP acquired Chrysler in 2007, it divided the
automaker and the lending arm into two separate firms, WSJ states.
People familiar with the matter said that since then Chrysler
Financial has been hurt by the meltdown in financial markets and
has concentrated increasingly on protecting its own bottom line,
often at the expense of Chrysler, according to the report.

WSJ states that Chrysler Financial stopped providing leases on
automobiles and then cut back on auto loans last year.  Dealers
said that this made it harder for Chrysler to attract clients as
auto sales in the U.S. declined, WSJ relates.  Chrysler Financial,
according to the report, has imposed new charges on Chrysler
dealers for vehicles that are languishing in inventory, adding
financial pressure on the dealers.

Citing a Chrysler spokesperson, WSJ reports that Chrysler
Financial is "an important partner" for Chrysler, but the
automaker's sales have suffered because of "the reduction in
competitive financing and leasing services available from Chrysler
Financial as a result of the global credit crunch."

WSJ quoted David Kelleher, the owner of two Chrysler dealerships
in metropolitan Philadelphia and who is on Chrysler Financial's
National Dealer Advisory Council, as saying, "They [Chrysler and
Chrysler Financial] don't seem to have the same goals.  Their
relationship became strained this year because of the problems on
Wall Street."

                       About Chrysler LLC

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital Management
LP, produces Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles
and products.  The company has dealers worldwide, including
Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil,
Venezuela, China, Japan and Australia.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2008,
Dominion Bond Rating Service downgraded the ratings of Chrysler
LLC, including Chrysler's Issuer Rating to CC from CCC (high).
Chrysler's First Lien Secured Credit Facility and Second Lien
Secured Credit Facility have also been downgraded to CCC and CC
(low) respectively.  All trends are Negative.  The ratings action
reflects Chrysler's challenge to maintain sufficient liquidity
balances amid severe industry conditions that have deteriorated
alarmingly over the past few months and are not expected to
improve in the near term.  With this ratings action, Chrysler is
removed from Under Review with Negative Implications, where it was
placed on Nov. 7, 2008.

As reported in the Troubled Company Reporter on Aug. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings on Chrysler
LLC, including the corporate credit rating, to 'CCC+' from 'B-'.

On July 31, 2008, TCR said that Fitch Ratings downgraded the
Issuer Default Rating of Chrysler LLC to 'CCC' from 'B-'.  The
Rating Outlook is Negative.  The downgrade reflects Chrysler's
restricted access to economic retail financing for its vehicles,
which is expected to result in a further step-down in retail
volumes.  Lack of competitive financing is also expected to result
in more costly subvention payments and other forms of sales
incentives.  Fitch is also concerned with the state of the
securitization market and the ability of the automakers to access
this market on an economic basis over the near term, given the
steep drop in residual values, higher default rates, higher loss
severity being experienced and jittery capital market.

As reported in the TCR on Dec. 3, 2008, Dominion Bond Rating
Service downgraded on Nov. 20, 2008, the ratings of Chrysler LLC,
including Chrysler's Issuer Rating to CC from CCC (high).
Chrysler's First Lien Secured Credit Facility and Second Lien
Secured Credit Facility have also been downgraded to CCC and CC
(low) respectively.  All trends are Negative.  The ratings action
reflects Chrysler's challenge to maintain sufficient liquidity
balances amid severe industry conditions that have deteriorated
alarmingly over the past few months and are not expected to
improve in the near term.  With this ratings action, Chrysler is
removed from Under Review with Negative Implications, where it was
placed on Nov. 7, 2008.


CITIGROUP INC: Sandy Weill to Give Up Right to Use Co. Aircraft
---------------------------------------------------------------
Kevin Kingsbury at The Wall Street Journal reports that former
Citigroup Inc. Chairperson and CEO Sandy Weill said that he will
give up his right to use the company aircraft immediately "in
light of the unprecedented circumstances that Citi finds itself
in."

WSJ relates that Mr. Weill's decision comes after a controversy
involving Citigroup's purchase of a jet for $50 million.  WSJ
states that Citigroup said it won't take delivery of the aircraft.

Mr. Weill, according to WSJ, agreed in 2006 to lessen his use of
corporate aircraft and he approached Citigroup in August 2008
about ending a consulting agreement.  The report states that the
deal's benefits included access to corporate facilities and
services and will end in April 2009.

                       About Citigroup

Based in New York, Citigroup (NYSE: C) -- http://www.citigroup.com
-- is organized into four major segments -- Consumer Banking,
Global Cards, Institutional Clients Group, and Global Wealth
Management.  Citi had $2.0 trillion in total assets on $1.9
trillion in total liabilities as of Sept. 30, 2008.

As reported in the Troubled Company Reporter on Nov. 25, 2008, the
U.S. government entered into an agreement with Citigroup to
provide a package of guarantees, liquidity access, and capital.
As part of the agreement, the U.S. Treasury and the Federal
Deposit Insurance Corporation will provide protection against the
possibility of unusually large losses on an asset pool of
approximately $306 billion of loans and securities backed by
residential and commercial real estate and other such assets,
which will remain on Citigroup's balance sheet.  As a fee for this
arrangement, Citigroup will issue preferred shares to the Treasury
and FDIC.  In addition and if necessary, the Federal Reserve will
backstop residual risk in the asset pool through a non-recourse
loan.


CLEARWATER NATURAL: Wants to Access $10-Mil. BofA DIP Facility
--------------------------------------------------------------
Clearwater Natural Resources LP and its debtor-affiliates ask the
Hon. William S. Howard of the U.S. Bankruptcy Court for the
Eastern District of Kentucky for permission to obtain up to
$10 million of debtor-in-possession financing from a consortium of
financial institutions, including Bank or America N.A. as
administrative agent and issuer; and UBS Loan Finance LLC, Royal
Bank of Canada, Caterpillar Financial Services Corporation, and NM
Rothschild & Sons Limited as lenders.

The Debtors also ask Judge Howard for permission to use cash
collateral securing repayment of secured loans to the lenders in
accordance to the proposed budget.

Several creditors including ICG Knott County LLC, ICG Hazard LLC,
and ICG Addcar Systems LLC, objects to the Debtors' request to
access financing from the lenders citing that its administrative
claims for postpetition services provided to the Debtors are not
included with their proposed budget, including:

   a) The payments that will need to be made to Kentucky Union
      under the sublease;

   b) The payments that will need to be made to ICG Knott County
      under the Throughput Agreement; and

   c) The payments that will need to be made to Addcar under the
      Highwall Mining Agreement.

ICG entities and the Debtors entered into a Throughput Agreement
dated July 7, 2005, wherein the ICG entities provide storing,
processing, washing, blending and loading coal services to the
Debtors.  The Debtors owe about $70,432 to the ICG entities for
services under the agreement.

Mary Elisabeth Naumann, Esq., at Jackson Kelly PLLC in Lexington,
Kentucky, represents the ICG entities.

The proceeds of the DIP facility and cash collateral will be used
to fund the Debtors' overhead, business, operating, restructuring
and related sale costs.

Summary of terms and conditions of the postpetition financing:

Facility Amount:    Up to $10 million, funded on a weekly basis
                    as set forth in a budget attached to the
                    DIP term sheet including up to $2 million for
                    the issuance of letters of credit.  Not
                    more than $8 million of the DIP financing
                    will be available on an interim basis.

Term:               Date interim order is entered through the
                    earlier of (a) 180 days after the Debtors'
                    petition date; (b) consummation of a sale of
                    substantially all of the Debtors' assets; (c)
                    the effective date of any plan of
                    reorganization; (d) conversion of the
                    Debtors' bankruptcy cases to cases under
                    chapter 7 of the Bankruptcy Code; (e)
                    dismissal of the Debtors' bankruptcy cases;
                    or (f) the appointment of a chapter 11
                    trustee, or an examiner with expanded powers,
                    without the postpetition lenders' consent.

Interest Rate:      Fixed rate of 10% per annum payable monthly
                    and on the Maturity Date, upon acceleration,
                    or otherwise in accordance with the DIP
                    financing documents.  After an event of
                    default, the interest rate increases to 12%.

Loan Fees:          An upfront fee of 3% of the DIP Financing,
                    payable in installments.  Unused fees of
                    0.50% per annum times the daily amount of the
                    DIP financing that is not fully used.  A
                    fronting fee of 0.125% per annum times the
                    daily amount available to be drawn under each
                    letter of credit, and a letter of credit fee
                    of 8% per annum times the daily amount
                    available to be drawn under each letter of
                    credit payable monthly.

Collateral:         All real and personal assets of the Debtors,
                    including all property.

The DIP facility is subject to carve out to pay fees and expenses
incurred by professionals retained by the Debtors and any
committee, clerk of the court, and United States Trustee.  There
is a $25,000 carve-out to pay fees incurred by professionals of
the Debtors or any committee.

To secure their DIP obligations, the lenders will have
superpriority administrative expenses claim status over all
administrative expenses incurred in the Debtors' Chapter 11 cases.

The credit agreement contains customary and appropriate events of
default.

                     Prepetition Indebtedness

The Debtor and BoA are parties to a credit agreement dated
Oct. 2, 2006, secured by liens and security interests on
substantially all of the Debtors' assets.  The Debtor's unit,
Miller Bros., has guaranteed the obligations of the Debtors under
the credit agreement.  As of their bankruptcy filing, the Debtors
owe $45.9 million consists of (i) a $44 million of principal; (ii)
$737,744 of accrued interest; (iii) a $1.25 million of forbearance
fees; and $1,327 of other fees and expenses.  In addition, the
face amount of outstanding undrawn letters of credit under the
credit agreement is $11.5 million.

A full-text copy of the debtor-in-possession term sheet is
available for free at http://ResearchArchives.com/t/s?38f4

A full-text copy of the debtor-in-possession budget is available
for free at: http://ResearchArchives.com/t/s?38f5

                     About Clearwater Natural

Headquartered in Kansas City, Missouri, Clearwater Natural
Resources LP engages in coal mining in the Central Appalachian
region.  In August 2005, the company acquired 100% interest in
Miller Bros. that became a wholly-owned operating subsidiary of
the company.  The company also acquired in October 2006 all
interest in Knott Floyd Land Company, a medium scale coal mining
company and its operations were subsequently consolidated into
Miller.  Through Miller, the company produces and sells coal from
eleven mining operations in Eastern Kentucky and provide contracts
mining services for two third-party owned mines located within the
Appalachian region.

The company and two of its affiliates, Clearwater Natural
Resources LLC and Miller Bros. Coal LLC, filed for January 7, 2009
(Bankr. E.D. Kent. Lead Case No. 09-70011).  Mary L. Fullington,
Esq., at Wyatt, Tarrant & Combs LLP, and Vinson & Elkins LLP,
represent the Debtors in their restructuring efforts.  The Debtors
proposed Administar Services Group LLC as their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they listed assets and debts between
$100 million and $500 million each.


CMP SUSQUEHANNA: S&P Junks Corporate Credit Rating
--------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
corporate credit and issue-level ratings on Atlanta, Georgia-based
CMP Susquehanna Radio Holdings Corp. and placed them on
CreditWatch with negative implications.  The corporate credit
rating was lowered to 'CCC+' from 'B-'.

At the same time, S&P lowered the issue-level rating on CMP's
senior secured credit facilities to 'CCC+' (the same as the
corporate credit rating on the company) from 'B-'.  The recovery
rating on this debt was revised to '4' from '3', indicating S&P's
expectation of average (30% to 50%) recovery in the event of a
payment default.

In addition, the issue-level rating on the company's subordinated
notes was lowered to 'CCC-' (two notches lower than the corporate
credit rating) from 'CCC'.  The recovery rating on this debt
remains at '6', indicating S&P's expectation of negligible (0% to
10%) recovery in the event of a payment default.

"The downgrade and CreditWatch listing reflect the difficulty that
S&P believes the company faces to reduce debt and increase EBITDA
sufficiently to maintain covenant compliance as its leverage
covenant steps down three times in 2009," said Standard & Poor's
credit analyst Jeanne Mathewson.  "The company's negative
operating performance trend and somewhat weak discretionary cash
flow make dramatic debt reduction unlikely in S&P's view.  In
addition, S&P is concerned that CMP's very high leverage and
continuing tight credit market conditions have reduced the
probability that the company will be able to obtain bank covenant
relief, if needed, to amend its credit facility in the face of its
tightening leverage covenant."

CMP Susquehanna owns or operates approximately 32 radio stations
in nine markets, including four of the top 10 markets, such as San
Francisco, Houston, Dallas-Fort Worth, and Atlanta.

In resolving the CreditWatch listing, Standard & Poor's will
continue to monitor CMP's operating trends and prospects for
amending its credit facility covenants.  Assuming that the company
repays the fully drawn $100 million revolving credit facility
using cash on hand, 2009 EBITDA would need to increase by roughly
3% over the level of the 12 months ended Sept. 30, 2008, to
maintain covenant compliance.  S&P view this scenario as extremely
challenging given prevailing economic conditions.  S&P also
believes that the company will have difficulty absorbing fees and
a potential increase in its borrowing margin that would likely
accompany an amendment.


COLONIAL BANCGROUP: S&P Downgrades Counterparty Rating to 'B'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
ratings on Colonial BancGroup Inc., including lowering the long-
term counterparty credit rating to 'B' from 'BBB-'.

At the same time, S&P lowered its ratings on the company's
subsidiaries, including bringing the long-term counterparty credit
rating on primary subsidiary Colonial Bank to 'BB-' from 'BBB' and
the short-term rating to 'B' from 'A-2'.

All ratings were placed on CreditWatch with negative implications.

"The rating actions result primarily from significant net
operating losses, and from our view that capital ratios are weak
relative to nonperforming assets," said Standard & Poor's credit
analyst Robert Hansen, CFA.  "We also consider that the
challenging economic environment in Florida and other Southern
states has hurt the bank's credit quality."

In order to resolve the CreditWatch, Standard and Poor's will
further assess the company's ability to execute its capital and
strategic business plans and monitor credit quality within its
loan portfolio.  S&P expects to resolve the CreditWatch within 90
days.


COMFORT COMPANY: Creditors Okay Reorganization Plan
---------------------------------------------------
Home Textiles Today reports that Comfort Co., Inc., and its
debtor-affiliates' reorganization plan has secured approval from
each class of creditors entitled to vote on it.

Home Textiles relates that Comfort Co. now expects to emerge from
Chapter 11 bankruptcy this month without using all of the debtor-
in-possession financing.  Comfort Co., according to Home Textiles,
said that the swift process was due to the support of longstanding
clients, suppliers, and lenders.

Comfort Co. said that that founder Michael Fux won't be returning
to his management role in the firm, as he reportedly wants to
spend more time on personal matters and philanthropic endeavors,
Home Textiles reports.

                       About Comfort Co.

Headquartered in West Long Branch, New Jersey, Comfort Co., Inc. -
- http://www.sleepinnovations.com/-- is a holding company that
owns 100% of the common stock of Sleep Innovations, Inc., which,
in turn, is the direct parent of Advanced Innovations East, LLC,
Advanced Innovations West, LLC, Advanced Innovations Central, LLC
and Advanced Urethane Technologies, Inc.  Advanced Urethane is the
direct parent of AUT Brehnam, Inc. AUT Dallas, Inc., AUT Lebanon,
Inc., AUT Newburyport, Inc. and AUT West Chicago, Inc.

The Debtors develop, manufacture, market and distribute foam
comfort sleep products, which include pillows, mattresses and
mattress toppers, for sale to major retailers in the United
States, Canada, Mexico and other countries.  The Debtors also
manufacture and sell standard and specialty polyurethane foam
products to end market users, such as manufacturers in the
bedding, furniture, automotive, packaging, medical and consumer
products industries.

The Debtors filed for Chapter 11 relief on Oct. 3, 2008 (Bankr. D.
Del. Lead Case No. 08-12305).  Michael R. Lastowski, Esq., and
Richard W. Riley, Esq., at Duane Morris LLP, in Wilmington,
Delaware, Sommer Leigh Ross, Esq., at Duane Morris LLP, in
Philadelphia, and Sheryl L. Toby, Esq.. at Dykema Gossett, PLLC,
represents the Debtors as counsel.  In its schedules, Comfort
Company, Inc. listed total assets of $992 and total debts of
$338,408,756.  In its schedules, Sleep Innovations listed total
assets of $93,363,164 and total debts of $366,468,023.


COLONIAL CAPITAL: Fitch Slashed Rating to 'B+', Not 'BB'
--------------------------------------------------------
This amends a press release originally issued Jan. 28.  It
corrects the new rating for Colonial Capital Trust IV as being
downgraded to 'B+', not 'BB'.

Fitch Ratings has downgraded the ratings of the Colonial
Bancgroup, Inc. and its subsidiaries, and placed the ratings on
Rating Watch Negative.

The degree of credit problems at CNB has accelerated beyond
Fitch's expectations, with credit costs increasing beyond
manageable levels, materially affecting the company's earnings,
and causing net charge-offs to increase to 11.15% (annualized) for
fourth-quarter 2008 (4Q'08).  Although CNB has been aggressive in
addressing its problem assets and has increased reserve levels,
the downgrade largely reflects the prospect of prolonged credit
stress, which Fitch believes will continue to hamper the company's
performance and weigh heavily on its financial condition.  The
preponderance of credit concerns remains in CNB's residential real
estate construction portfolio; the majority of the portfolio
resides in the troubled Florida market, which drove non-performing
assets to 4.83% at Dec. 31, 2008.

The company did receive preliminary approval to participate in the
Treasury's Capital Purchase Program, but it has yet to be funded.
Receipt of the funds is contingent upon the company's ability to
raise an additional $300 million in equity - a condition Fitch
believes will be difficult to meet, considering the prevailing
market environment.  CNB has indicated that it is in the process
of raising this external capital and has signed a non-binding
letter of intent with a private equity firm (SunTx Capital
Partners).  Management anticipates completing the capital raising
activities and accessing TARP capital funding by the end of 1Q'09.

A positive resolution of the Negative Watch hinges upon CNB's
receipt of the additional capital and the stabilization of asset
quality deterioration.  Conversely, should the company fail to
raise the necessary capital and significant credit quality
deterioration persist, multiple-notch downgrades would result.

Fitch has downgraded these ratings and placed them on Rating Watch
Negative:

The Colonial BancGroup, Inc.

  -- Long-term Issuer Default Rating (IDR) to 'BB' from 'BBB-';
  -- Short-term IDR to 'B' from 'F3';
  -- Subordinated debt to 'BB-' from 'BB+'
  -- Individual to 'C/D' from 'C'.

Colonial Bank, N.A.

  -- Long-term IDR to 'BB+' from 'BBB-';
  -- Long-term deposits to 'BBB-' from 'BBB';
  -- Short-term IDR to 'B' from 'F3';
  -- Subordinated debt to 'BB' from 'BB+';
  -- Individual to 'C/D' from 'C'.

Colonial Capital Trust IV

  -- Preferred stock to 'B+' from 'BB+'.

CBG Florida REIT

  -- Preferred stock to 'BB' from 'BB+'.

Fitch has also placed this short-term rating on Rating Watch
Negative:

Colonial Bank, N.A.

  -- Short-term deposits 'F3';

In addition, Fitch has affirmed these ratings:

Colonial BancGroup, Inc.

  -- Support '5';
  -- Support Floor 'NF'.

Colonial Bank, N.A.

  -- Support '5';
  -- Support Floor 'NF'.


COMPETITIVE TECHNOLOGIES: To Regain NYSE Compliance by June 2010
----------------------------------------------------------------
Competitive Technologies, Inc. disclosed in a regulatory filing
with the Securities and Exchange Commission that the NYSE
Alternext US has accepted CTT's business plan to regain compliance
with continued listing standards of the exchange by June 2, 2010.
In the meantime, the stock continues to trade on the exchange.

CTT was notified on Dec. 2, 2008, that it had fallen below the
Section 1003(a)(ii) standard of the NYSE Alternext US Company
Guide by having shareholders' equity of less than $4 million and
losses from continuing operations and net losses in three out of
its four most recent fiscal years.

"Our submitted business plan emphasized the expected revenue from
the successful marketing of our pain therapy medical device," said
John B. Nano, CTT's chairman president, and CEO.  "This includes
four signed country-exclusive distribution agreements for the
device for India, Korea, Bangladesh and Malaysia, the CE Mark
approval for sale of the device in Europe, and our pending FDA
510(k) application for authorization to sell the device in the
United States."

"The plan also described our equity financing arrangement signed
in July 2008 with Fusion Capital for up to $5.0 million of cash,
with $4.8 million remaining available, through sale of our common
stock, at our option."

To maintain its listing, CTT will be subject to periodic review by
NYSE Alternext US staff during the extension period.  During this
time, CTT is required to make progress consistent with the plan
and to regain compliance with the listing standards by
June 2, 2010.  If CTT does not make progress consistent with the
plan or fails to  reach the initial listing standards, the NYSE
Alternext US will initiate delisting proceedings pursuant to
Section 1009 of the NYSE Alternext US Company Guide.

                  About Competitive Technologies

Based in Fairfield, Connecticut, Competitive Technologies Inc.
(AMEX: CTT) -- http://www.competitivetech.net/-- provides
technology transfer, selling and licensing services focused on the
technology needs of its customers, matching those requirements
with commercially viable technology solutions.

The company develops relationships with universities, companies,
inventors and patent or intellectual property holders to obtain
the rights or a license to their intellectual property,
principally patents and inventions.  They become the company's
clients, for whom it finds markets to sell or further develop
their technology.

The company earns revenues primarily from licensing its clients'
and its own technologies to its customers (licensees).

At Oct. 31, 2008, the company's balance sheet showed total assets
of $2,189,667, total liabilities of $1,293,903 and shareholders'
interest of $895,764.

                       Going Concern Doubt

The company believes that existing conditions raise substantial
doubt about its ability to continue as a going concern.  The
company incurred an operating loss for the first nine months of
fiscal 2008, as well as operating losses in fiscal 2007 and 2006.
In addition, the patent for the company's homocysteine assay
technology expired in July 2007 and it will not receive revenues
for sales made after that date.

Likewise, even at current reduced spending levels, the company may
not have sufficient cash flow to fund operating expenses beyond
the third quarter of fiscal 2009.


CONSTAR INTL: Disclosure Hearing Today; No Objections Received
--------------------------------------------------------------
On behalf of Constar International Inc. and its affiliates, Jamie
L. Edmonson, Esq., at Bayard P.A., in Wilmington, Delaware,
informs the U.S. Bankruptcy Court for the District of Delaware
that no responses were received by the January 30 deadline with
respect to the Disclosure Statement for the Debtors' Joint Plan of
Reorganization, as amended.

Interested parties also did not respond to the Debtors' request
for approval of the Disclosure Statement and establishment of
procedures for solicitation and tabulation of votes on the Plan.

The Court will hold a hearing at 11:30 a.m. today to consider
approval of the Disclosure Statement.

On January 29, the Debtors delivered to the Court amendments to
the Plan documents.  Under the Plan, holders of allowed Priority
Claims, claims related to Constar's Senior Secured Floating rate
Notes due 2012, other secured claims, and other general unsecured
claims will recover 100% of the amount they're owed.  Holders of
claims related to the 11% Senior Subordinated Notes due 2012,
Section 510(b) claims and equity interests are impaired.  Constar
will exchange shares of common equity of the reorganized company
for every $1,000 principal amount of the 11% Senior Subordinated
Notes due 2012.  Holders of equity interests will get nothing.
The Debtors will either convert their DIP facility into an exit
facility, or seek alternative exit financing.  As of the petition
date, the Debtors had $175 million in principal amount of debt
consisting of the 11% Senior Subordinated Notes.

The Amended Plan provides that the Debtors' pension plan will not
be terminated, and that reorganized Constar will assume and
continue to maintain the pension plan.

                           About Constar

Headquartered in Philadelphia, Pennsylvania, Constar International
Inc. (NASDAQ: CNST) -- http://www.constar.net-- produces
polyethylene terephthalate plastic containers for food, soft
drinks and water.  The company provides full-service packaging
services.  The company and five of its affiliates filed for
Chapter 11 protection on Dec. 30, 2008 (Bankr. D. Del. Lead Case
No. 08-13432).  Wilmer Cutler Pickering Hale and Dorr LLP
represents the Debtors as their bankruptcy counsel.  The Debtors
proposed Bayard, P.A., as local counsel; Pricewaterhouse Coopers
as auditors and accountants; Greenhill & Co. LLC as financial
advisor; and Epiq Systems Inc. Claims and Balloting Agent.


CORD BLOOD: Amends Securities Purchase Agreement with Tangiers
--------------------------------------------------------------
Cord Blood America Inc. disclosed in a regulatory filing with the
Securities and Exchange Commission that it entered into Amendment
No.1 to Securities Purchase Agreement with Tangiers Investors, LP,
a stockholder.

Tangiers commenced the resale of 47,562,096 shares of the
company's common stock, par value of $0.0001.  The company related
that it will receive proceeds from the sale of its common stock
and it has  allowed Tangiers to retain 10% of the proceeds raised
under the Securities Purchase Agreement.

The company filed a registration statement to register the
47,562,096 shares of common stock issuable pursuant to the
Securities Purchase Agreement.  The Securities and Exchange
Commission declared the registration statement effective on
Nov. 4, 2008.

The Amendment removed the Floor Price under the Securities
Purchase Agreement which was set at $0.01, which meant that if its
stock price fell below $0.01 the company could not sell its stock
to Tangiers in order to receive cash advances under the Securities
Purchase Agreement. By removing this limitation the company can
now sell shares of its common stock to Tangiers if the stock price
falls below $0.01.

The Amendment also revised the "Maximum Advance Amount" under the
Securities Purchase Agreement so that the maximum amount of each
advance that the company could draw under the Securities Purchase
Agreement would be limited to the average daily trading volume in
dollar amount during the 10 trading days preceding the advance
date.  No advance will be made in an amount lower than the $10,000
or higher than $250,000.  Finally, the Amendment eliminated the
company's right to terminate the Securities Purchase Agreement
with 45 days written notice in the event the company's stock price
remained at an amount equal to 50% of the floor price of $0.01 and
remained there for a period of at least 90 days.

The shares of its common stock were offered for sale by the
selling stockholder at prices established on the Over-the-Counter
Bulletin Board during the term of this offering, at prices
different than prevailing market prices or at privately negotiated
prices.  On Nov. 21, 2008, the last reported sale price of its
common stock was $0.0035 per share.

About 301,982,188 shares of the company's common stock are issued
and outstanding as of Jan. 23, 2008.

A full-text copy of the Amendment No.1 to Securities Purchase
Agreement is available for free at:

                http://ResearchArchives.com/t/s?38fe

A full-text copy of the AMENDMENT NO. 2 TO FORM S-1 REGISTRATION
STATEMENT is available for free at:

                http://ResearchArchives.com/t/s?38ff

                       About Cord Blood

Headquartered in West Hollywood, California, Cord Blood America
Inc. (OTC BB: CBAI) -- http://www.cordblood-america.com/-- is an
umbilical cord blood stem cell preservation company with a
particular focus on the acquisition of customers in need of family
based products and services.  The company also provides
television, radio and internet advertising services to businesses
that sell family based products and services.

The company operates two core businesses:

  -- Cord Partners Inc., CorCell Co. Inc., CorCell Ltd.
     operates the umbilical cord blood stem cell preservation
     operations, and

  -- Career Channel Inc. dba. Rainmakers International
     operates the television and radio advertising operations.

As of Sept. 30, 2008, the company's balance sheet showed total
assets $5,492,547 and total current liabilities of $12,815,847,
resulting in total stockholders' deficit of $7,323,300.

CBAI has experienced recurring net losses from operations, which
losses have caused an accumulated deficit of approximately
$23.4 million as of September 30, 2008.  In addition, CBAI has a
working capital deficit of approximately $12.7 million as of
September 30, 2008.  These factors, among others, raise
substantial doubt about CBAI's ability to continue as a going
concern.


COTT CORP: S&P Junks Corporate Credit Rating From 'B-'
------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Mississauga, Ontario-based Cott Corp. to 'CCC+'
from 'B-'.  At the same time, S&P lowered the senior subordinated
debt rating on wholly owned U.S. subsidiary Cott Beverages Inc. to
'CCC-' from 'CCC'.  S&P also removed all ratings from CreditWatch
with negative implications, where they were placed Feb. 26, 2008.
The outlook is stable.

In addition, S&P assigned a '6' recovery rating to Cott Beverages'
US$275 million senior subordinated notes due 2011.  The '6'
recovery rating indicates S&P's expectation of negligible (0%-10%)
recovery in the event of a payment default.

"The downgrade reflects what S&P view as Cott's weak financial
risk profile stemming from ongoing revenue and volume declines,
margin pressure, and limited financial flexibility," said Standard
& Poor's credit analyst Lori Harris.  In addition, Cott recently
announced that its exclusive supply agreement with its key
customer, Wal-Mart Stores Inc. (AA/Stable/A-1+), regarding
retailer brand carbonated soft drinks in the U.S., is being phased
out over a three-year period.

The revised agreement guarantees that Cott remains the exclusive
supplier for two-thirds of Wal-Mart's retailer brand CSD U.S.
volume in the first year and for one-third of volume in the second
year, after which Cott will have to compete with others for 100%
of the volume.  With Wal-Mart accounting for 36% of Cott's total
revenue for the nine months ended Sept. 27, 2008, and with the
U.S. market representing more than half of Cott's total revenue, a
significant loss in Wal-Mart volume could lead to a material drop
in the company's revenue and operating profit.  Ongoing weakness
in operating performance would likely pressure Cott's liquidity
position and could result in its noncompliance with financial
covenants.

The ratings on Cott reflect what S&P views as its weak credit
protection measures from a prolonged period of poor operating
performance, limited liquidity, and vulnerable business risk
profile stemming from a narrow product portfolio, customer
concentration, and small size in a sector dominated by
companies with substantially greater financial resources and
market presence.  Furthermore, a reduction in business with Wal-
Mart could result in a material weakening of credit protection
measures.  S&P believes these factors are partially offset by
Cott's market position as the leading private-label manufacturer
and marketer of take-home CSDs in the U.S., the U.K., and Canada.

The stable outlook reflects Standard & Poor's expectation that
Cott's operating performance, credit ratios, and financial
flexibility are not likely to weaken materially in the near term.
S&P could consider lowering the ratings if the company's operating
performance is below S&P's expectations or if Cott is not in
compliance with its financial covenants and is unable to obtain an
amendment or waiver to rectify the situation.  Alternatively, S&P
could consider raising the ratings if Cott is able to improve its
operating performance and financial flexibility, as well as
maintain a track record of sustainable growth in revenue and
operating profit despite the potential decline in its business
with Wal-Mart.


CYBERDEFENDER CORP: CFO Owns 8,500 Shares of Stock
--------------------------------------------------
Kevin Roy Harris, chief financial officer of Cyberdefender
Corporation disclosed in a regulatory filing that he may be deemed
to directly own 8,500 shares of the company's common stock.

Mr. Harris also disclosed directly owning other securities:

   Title of Derivative Security     Number of Shares
   ----------------------------     ----------------
   Option to Purchase Common Stock      15,000
   Option to Purchase Common Stock       5,000
   Option to Purchase Common Stock     200,000
   Option to Purchase Common Stock     175,000

The number of shares of common stock, no par value, outstanding at
Nov. 13, 2008, was 17,069,390 shares.

A full-text copy of the Form 3 filed by Mr. Harris with the with
the Securities and Exchange Commission is available for free at:

               http://ResearchArchives.com/t/s?38f1

                  About CyberDefender Corporation

Based in Los Angeles, CyberDefender Corporation (OTC BB: CYDE) --
http://www.cyberdefender.com/-- is an Internet security software
company.  The company's Internet security technology offers the
earliest possible detection and most aggressive defense against
Internet security attacks.  CyberDefender uses a secure client-to-
client distributed network, enabling protection that the company
believes is unparalleled in speed and flexibility.

CyberDefender Corporation's balance sheet at Sept. 30, 2008,
showed total assets of $1,303,450, total liabilities of $8,510,843
and stockholders' deficit of $7,207,393.

The company reported net loss for three months ended Sept. 30,
2008, of $3,933,630 compared to net loss of $1,274,275 for the
same period in the previous year.

For the nine months ended Sept. 30, 2008, the company incurred net
loss of $7,444,098 compared to net loss of $3,732,941 for the same
period in the prior year.

                      Going Concern Doubt

KMJ Corbin & Company LLP, in Irvine, California, expressed
substantial doubt about Cyberdefender Corp.'s ability to continue
as a going concern after auditing the company's financial
statements for the year ended Dec. 31, 2007.  The auditing firm
reported that the Company has recurring losses from operations
and has not generated significant revenues to cover costs to date.


DAE AVIATION: S&P Downgrades Corporate Credit Rating to 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its ratings
on DAE Aviation Holdings Inc., including lowering the corporate
credit rating, to 'B' from 'B+'.  At the same time, S&P placed the
ratings on CreditWatch with negative implications.

"The actions reflect concerns about the effect the deteriorating
business aviation market will have on DAE Aviations' earnings,
liquidity, and credit protection measures," said Standard & Poor's
credit analyst Christopher DeNicolo.  S&P believes the global
economic slowdown and tight credit markets are causing a fairly
rapid deterioration in the business aviation market, resulting in
fewer hours flown and deferrals and cancellations of orders for
new aircraft, reducing demand for the company's maintenance and
completion services.  In addition, DAE Aviation services engines
for regional aircraft, which are also seeing less passenger
traffic and reduced new aircraft orders.

Liquidity is constrained.  Although S&P believes DAE Aviation is
in compliance with the financial covenants in its credit facility
at the end of 2008, the worsening market outlook and continued
profitability problems at the aircraft completions unit are likely
to challenge the company's ability to remain in compliance toward
the end of 2009.  The credit facility provides for a
$100 million revolving facility, but availability is likely be
limited by the tight covenant compliance.  Near-term debt
maturities are fairly modest, consisting of term loan amortization
of approximately $1.4 million per quarter.

In resolving the CreditWatch listing, S&P will meet with
management and evaluate its operating and financial strategies in
light of the ongoing challenging operating environment and
constrained liquidity.


DOLLAR THRIFTY: Reports Continued NYSE Listing
----------------------------------------------
Dollar Thrifty Automotive Group, Inc. (NYSE: DTG), disclosed that
the New York Stock Exchange has determined not to commence
delisting proceedings with respect to Dollar Thrifty's common
stock.  Dollar Thrifty previously notified the NYSE that it had
failed to meet the $25 million minimum market capitalization
requirement for the 30-day period ended December 22, 2008.

In advising Dollar Thrifty of its decision, the NYSE recognized
the overall decline in trading prices in today's volatile markets.
These conditions also recently prompted the NYSE to propose a
temporary reduction in the minimum market capitalization
requirement to $15 million, which the NYSE expects to be effective
until April 22, 2009.

"We are pleased that the NYSE has demonstrated some flexibility on
their listing standards during these exceptional times," said
Scott Thompson, President and Chief Executive Officer of Dollar
Thrifty.

             About Dollar Thrifty Automotive Group

Dollar Thrifty Automotive Group, Inc. -- http://www.dtag.com-- is
a Fortune 1000 Company headquartered in Tulsa, Oklahoma.  Driven
by the mission "Value Every Time," the Company's brands, Dollar
Rent A Car and Thrifty Car Rental, serve travelers in
approximately 70 countries.  Dollar and Thrifty have over 800
corporate and franchised locations in the United States and
Canada, operating in virtually all of the top U.S. and Canadian
airport markets.  The Company's approximately 7,000 employees are
located mainly in North America, but global service capabilities
exist through an expanding international franchise network.

                          *     *     *

As reported by the Troubled Company Reporter on December 29, 2008,
Moody's Investors Service lowered Dollar Thrifty Automotive Group,
Inc.'s Corporate Family Rating to Caa3 from B3 and Probability of
Default Rating to Caa2 from B3.  The outlook is negative and the
Speculative Grade Liquidity rating remains SGL-4.  The downgrade,
Moody's said, reflects the severe downturn in the on-airport car
rental sector, and the very challenged financial and operating
position of Dollar's principal vehicle supplier, Chrysler
Automotive LLC.  Dollar sources over 80% of its vehicles from
Chrysler.


DOUBLE JJ: Axiom Entertainment Wants to Acquire Firm
----------------------------------------------------
Dave Alexander at The Muskegon Chronicle reports that Axiom
Entertainment told Oceana County officials that it wants to buy
Double JJ Resort Ranch through the U.S. Bankruptcy Court for the
Western District of Michigan.

Axiom Entertainment's project manager Patrick Crosson, The
Muskegon Chronicle says, contacted Oceana County officials in
December 2008 on the company's interest in buying Double JJ.

Citing Oceana County Economic Development Corp. director Anne
Hardy, The Muskegon Chronicle relates that Mr. Crosson explored
having Oceana County use its bonding authority to help fund the
purchase of Double JJ.  Ms. Hardy said that county officials
determined that it can't legally use its bonding authority to help
buy a private resort and lease it back to a for-profit business,
the report states.  According to the report, county officials said
that Axiom Entertainment's interest in Double JJ would have led to
a "$20 million" deal.

Mr. Crosson told Oceana County officials that Axiom Entertainment
is still interested in pursuing alternative financing to acquire
the Double JJ, The Muskegon Chronicle says, citing Ms. Hardy.  The
report quoted Mr. Hardy as saying, "We really want to see the
Double JJ sold.  We need the employment.  The county wants the
resort up and running."

According to The Muskegon Chronicle, the Court already has a bid
from developer Paul Nine and Associated Ventures LLC.

The Muskegon Chronicle, citing Double JJ owner Bob Lipsitz,
reports that the Paul Nine investment group offered $10.2 million
for the resort and is still in talks with the bankruptcy trustee.
Mr. Lipsitz said that he had been talking to Axiom Entertainment
before Double JJ's bankruptcy, The Muskegon Chronicle relates.

The Muskegon Chronicle states that the purchaser of the Double JJ
must proceed through a liquidation plan presented by Bankruptcy
Trustee Thomas Bruinsma to creditors for their approval.  The
report says that the plan also needs the Hon. Jeffery Hughes'
approval.

                         About Double JJ

Double JJ Resort Ranch operates a resort in Rothbury, Michigan.
The Debtor filed for Chapter 11 bankruptcy on July 18, 2008
(Bankr. W.D. Mich. 08-06296).  Steven L. Rayman, Esq., at Rayman &
Stone, and Michael S. McElwee, Esq., at Varnum, Riddering, Schmidt
& Howlett, LLP, represents the Debtor as counsel.  When the Debtor
filed for protection from its creditors, it listed $0 to $50,000
in total assets, and $0 to $50,000 in total debts.


DRAKE CONDOS: Case Summary & 3 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: The Drake Condos, LLC
        1500 East Side Dr. #111
        Austin, TX 78704

Bankruptcy Case No.: 08-12601

Chapter 11 Petition Date: December 31, 2008

Court: United States Bankruptcy Court
       North District of Alabama (Anniston)

Judge: Frank R. Monroe

Debtor's Counsel: Charles A. Moster, Esq.
                  Moster & Wynne, P.C.
                  620 Congress Ave #320
                  Austin, TX 78701
                  Tel: (512) 320-0601

Total Assets: $4,350,815

Total Debts: $3,952,806

The Debtor's three largest unsecured creditors:

   Entity                           Amount of Claim
   ------                           ---------------
Isaac Fogt                             $691,475
930 Euclid Avenue
Oak Park, IL 60657

International Suppliers, Inc.           228,000
P.O. Box 37168
Houston, TX 77237

David Fogt                              100,000
7722 Clarewood Drive
Houston, TX 77036

The petition was signed by Steven Maida, president of the company.


DRAKE CONDOS: Sec. 341 Creditors Meeting Slated for Feb. 4
----------------------------------------------------------
The United States Trustee in Austin, Texas, will convene a meeting
of creditors in the bankruptcy case of The Drake Condos, LLC, on
February 4, 2009, at 10:30 a.m. at Austin Room 18.

Proofs of claim against the Debtor are due May 5, 2009.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtors' bankruptcy cases.

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtors' representative under
oath about the Debtors' financial affairs and operations that
would be of interest to the general body of creditors.

Based in Austin, Texas, The Drake Condos, LLC, filed for Chapter
11 protection December 31, 2008 (Bankr. W.D. Tex. Case No. 08-
12601).  The Hon. Frank R. Monroe presides over the case.  Charles
A. Moster, Esq., at Moster & Wynne, P.C., in Austin, represents
the Debtors as counsel.  The Debtor disclosed $4,350,815 in total
assets and $3,952,806 in total debts when it filed for bankruptcy.


EASTMAN KODAK: Fitch Downgrades Issuer Default Rating to 'B-'
-------------------------------------------------------------
Fitch Ratings has downgraded Eastman Kodak Company's (Kodak)
Issuer Default Rating and debt ratings:

  -- IDR to 'B-' from 'B';

  -- Senior secured revolving credit facility (RCF) to 'BB-/RR1'
     from 'BB/RR1';

  -- Senior unsecured debt to 'B-/RR4' from 'B/RR4'.

The Rating Outlook is Negative.

Fitch's actions affect approximately $2.3 billion of total debt,
including Kodak's undrawn $1 billion RCF.

The ratings and Negative Outlook reflect these:

  -- Expectations for significant top-line and operating profit
     deterioration in all of Kodak's businesses through at least
     2009 due primarily to the global economic downturn that has
     severely reduced consumer and business spending, thereby
     magnifying the already significant secular challenges facing
     the company.

  -- Fitch's belief that growth and margin expansion in Kodak's
     digital businesses necessary to offset the rapid secular
     decline in the high margin traditional film business is
     expected to remain challenging, regardless of the economic
     environment.  The company's digital segments, especially
     Consumer Digital Imaging Group, face significant
     competition and pricing pressure from rivals with
     established market positions and greater financial resources
     than Kodak, including HP, Canon, and Xerox.

  -- Fitch's expectations for negative free cash flow in 2009 in
     excess of the negative $817 million incurred in 2008,
     excluding a $581 million tax refund.  Free cash flow
     pressure is due primarily to lower revenue and operating
     profit, compounded by increasing cash restructuring payments
     of $225-$275 million associated with Kodak's latest
     restructuring announcement, compared to $133 million of
     restructuring payments in 2008.

  -- Fitch believes that Kodak's liquidity, while adequate at
     present, is likely to deteriorate in 2009 and 2010 due to
     the company's 1) potentially significant negative free cash
     flow; 2) $575 million debt repayment on Oct. 15, 2010,
     assuming the convertible notes due 2033 are put to the
     company as Fitch anticipates; 3) current negotiations with
     its lenders to amend the terms of its undrawn $1 billion
     secured RCF, which could result in reduced facility capacity
     and/or higher pricing; 3) aforementioned higher cash
     restructuring payments; 4) potential increase in pension
     funding obligations, primarily international plans, due to
     declining pension assets; and 5) continued dividend
     payments, which totaled $139 million in 2008.  Liquidity at
     Dec. 31, 2008, consisted of approximately $2.1 billion of
     cash and cash equivalents and an undrawn $1 billion senior
     secured RCF due October 2010 (approximately $868 million net
     of letters of credit at Sept. 30, 2008, the last reported
     date).

  -- Projected decline in credit metrics in 2009.  Fitch
     estimates leverage (total debt/operating EBITDA) was 2.5
     times as of year-end 2008 compared with 1.8x in the prior
     quarter.  Interest coverage (operating EBITDA/ gross
     interest expense) declined to 4.9x in 2008 from 6.7x in
     3Q'08.  While metrics remain strong for the ratings
     category, Fitch expects deterioration due primarily to lower
     EBITDA.

Negative rating actions could occur if:

  -- Cash usage over the next several quarters exceeds Fitch's
     expectations, resulting in a significant reduction in cash
     balances;

  -- Current bank negotiations result in a considerable decline
     in liquidity and/or financial flexibility due to a material
     reduction in facility capacity;

  -- Kodak's financial results continue to deteriorate beyond
     Fitch's expectations.

The Recovery Ratings reflect Fitch's belief that Kodak's
enterprise value would be maximized in a liquidation, rather than
a going-concern, scenario.  In estimating liquidation, Fitch
applies advance rates of 80%, 20%, and 10% to Kodak's accounts
receivables, inventories, and property, plant, and equipment
balances, respectively, as of the year ended Dec. 31, 2008.  Fitch
arrives at an adjusted reorganization value of $1.5 billion after
subtracting administrative claims. Based upon these assumptions,
The 'RR1' recovery rating for Kodak's secured bank facility
reflects Fitch's belief that 100% recovery is realistic.  The
'RR4' recovery rating for the senior unsecured debt reflects
Fitch's estimate that a recovery of only 31%-50% would be
achievable.  Total debt as of Dec. 31, 2008 was approximately $1.3
billion, consisting primarily of: $500 million senior notes due
2013 and $575 million convertible senior notes due 2033, which
have a conversion price of $31.02 per share and are puttable to
the company in October 2010.


EASTMAN KODAK: S&P Keeps B Corp. Credit Rating on Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Eastman Kodak Co., including the 'B' corporate credit rating,
remain on CreditWatch with negative implications, where S&P
initially placed them on Nov. 3, 2008.

This CreditWatch update follows the company's announcement of weak
fourth-quarter operating performance, discussions with its lenders
regarding covenant levels, and a sizable restructuring plan.  The
global recession, tight credit markets, and unfavorable foreign
exchange movements contributed to revenue from digital businesses
declining 23% in the quarter.  This underperformance heightens
S&P's concerns regarding the company's increasing reliance on its
digital businesses while its traditional imaging business
deteriorates.  Revenue for the company's traditional businesses
declined 27% in the quarter because of the secular decline of film
products, the economic downturn, the threat of a Hollywood labor
strike, an unfavorable foreign exchange.  S&P estimates that
EBITDA declined roughly 70% in the fourth quarter compared with
the same period last year.

For the year ended Dec. 31, 2008, the company recorded a large
discretionary cash flow deficit of more than $500 million.
Excluding a one-time benefit from a tax settlement that the
company received in June 2008, the company's negative
discretionary cash flow would have been roughly $800 million.  S&P
is concerned that a prolonged recession, combined with negative
secular trends in the traditional business, will continue to put
pressure on earnings and cash flow.

Management stated that it intends to take restructuring actions,
including reducing its work force by 14% to 18% in 2009.  Due to
high cash restructuring costs in the seasonally low first half and
its weak fourth-quarter performance, Kodak stated that it has
begun discussions on a possible waiver or amendment to its
financial covenants on its revolving credit facility.  The
company's secured credit facility consists of a $1 billion
revolver, which was undrawn at Dec. 31, 2008, except for letters
of credit.

The company paid $139 million in dividends in 2008.  Kodak has not
changed its dividend policy, despite its substantial negative
discretionary cash flow deficits and widespread concern regarding
the economy.  The company had $2.1 billion in cash and
$1.3 billion in debt at Dec. 31, 2008.  Near-term maturities are
modest.  Significant maturities include $575 million of
convertible bonds, which are putable on Oct. 15, 2010.

"In resolving the CreditWatch listing, S&P will assess the
company's near-term earnings and cash flow prospects," said
Standard & Poor's credit analyst Tulip Lim.  "Financial policy and
liquidity will be key considerations."


ENVIROSOLUTIONS HOLDINGS: S&P Affirms 'CCC+' Corporate Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
EnviroSolutions Holdings Inc. to negative from stable.  At the
same time, Standard & Poor's affirmed all the ratings, including
the 'CCC+' corporate credit rating, on the Chantilly, Virginia-
based solid waste management company.

The outlook revision reflects a highly leveraged financial profile
with lower-than-expected earnings amid a slowing economic
environment.  S&P is concerned that weaker business conditions
will result in significantly negative free cash flow during 2009,
depleting the company's liquidity and straining its ability to
preserve sufficient cushion under its financial covenants, and
potentially causing a breach of financial covenants.


ESPRE SOLUTIONS: Seeks Chapter 11 Protection; Facing Two Lawsuits
-----------------------------------------------------------------
ESPRE Solutions Inc. has filed for protection from its creditors
under Chapter 11 of the United States Bankruptcy Code in the
United States Bankruptcy Court for the Northern District of Texas
when lawsuit were filed against the company for alleged breach of
contract for unpaid compensation of $225,000 plus other expenses
filed by Texas CFM Capital on Jan. 30, 2009.  The company seeks to
reorganize and said it has enough cash on hand to continue
operations until a plan can be approved.

In addition, the company attributed the probable liabilities
pertaining to rescission rights of investors based on improper
filings and commission payments to unregistered broker dealers.

According to the records of the company, CFM Capital Limited is
beneficially owned by Peter Leighton, former president of the
company.  CFM Capital Limited assigned its rights under the
contract to Texas CFM Capital.  In addition, Media Distribution
Solutions, LLC filed suit against the company on Jan. 30, 2009
alleging breach of contract seeking payment amounts in excess of
$2 million.

The company had been in negotiations with Media Distribution to
terminate the contract but discussions ended when the company
refused assignment of sub-licensing contracts Media Distribution
had sold to Vizeo Solutions, a company owned by Peter Leighton,
and, All Link Live, Inc., a company planning services in the live
video adult entertainment industry.  The company denied that  a
breach has occurred in either contract and will dispute the
claims.

The company said on Jan.y 14, 2009, based on the opinion of legal
counsel, that it should notify its senior lender, Dalcor Inc., of
a likely default under the terms of their $5 million senior
secured note.  Subsequently, the company received a notice of
default from Dalcor with a demand to accelerate re-payment.  The
company has stated it is not able to re-pay the note at this time.
Additional defaults now exist under the terms of the note,
including the lawsuits from CFM and MDS.

"We've been weighing various options and due to recent events and
previously disclosed issues, made the decision to file under
Chapter 11 giving us the ability to continue operating and
developing our world class video software solutions," Bill Hopke,
ESPRE's President and CEO, stated.

"It's a very difficult time for any company to raise additional
investment capital and recent disclosures recommended by our legal
counsel increased our risk profile even more," Mr. Hopke added.

Dallas, Texas-based ESPRE Solutions Inc.(OTCBB: EPRTE) --
http://www.espresolutions.com/-- audio and video services.


EXACT SCIENCES: Laurence W. Lytton Discloses 4.6% Equity Stake
--------------------------------------------------------------
Laurence W. Lytton disclosed in a regulatory filing that he may be
deemed to beneficially own 1,264,278 shares or 4.6% of EXACT
Sciences Corporation's common stock.

A full-text copy of the Schedule 13G filed with the Securities and
Exchange Commission is available for free at:

            http://ResearchArchives.com/t/s?38f0

As of Nov. 3, 2008, the company has 27,247,381 shares of common
stock outstanding.

EXACT Sciences Corporation was incorporated in February 1995.  The
company has developed proprietary DNA-based technologies for use
in the detection of cancer.  The company has selected colorectal
cancer as the first application of its technologies.  The company
has licensed certain of its technologies, including improvements
to such technologies, on an exclusive basis through December 2010
to Laboratory Corporation of America(R) Holdings for use in a
commercial testing service for the detection of colorectal cancer
developed by LabCorp.  The company has devoted the majority of its
efforts to date on research and development and commercialization
support of its colorectal cancer detection technologies.

As of Sept. 30, 2008, Exact Sciences Corporation's consolidated
balance sheet showed total assets of $7,287,000, total current
liabilities of $6,106,000, and deferred license fees (less current
portion) of $1,688,000, resulting in a stockholders' deficit of
$507,000.


FREESCALE SEMICONDUCTOR: Fitch Junks Issuer Rating from 'B'
-----------------------------------------------------------
Fitch Ratings has downgraded the ratings for Freescale
Semiconductor Inc.:

  -- Issuer Default Rating to 'CCC' from 'B';

  -- Senior secured bank revolving credit facility to 'B-/RR3'
     from 'BB/RR1';

  -- Senior secured term loan to 'B-/RR3' from 'BB/RR1';

  -- Senior unsecured notes to 'C/RR6' from 'CCC+/RR6'; and

  -- Senior subordinated notes to 'C/RR6' from 'CCC/RR6'.

The Rating Outlook remains Negative. Fitch's actions affect
approximately $10.1 billion of total debt, including the
assumption of a fully drawn $690 million RCF.

The ratings and Outlook incorporate Fitch's expectations that the
company's free cash flow usage will be meaningfully greater than
previously expected over the next two years and likely consume a
significant amount of the company's current liquidity.  In the
absence of a substantial recovery in the company's operations or
improved access to credit markets, for which Fitch currently sees
few if any compelling catalysts, Fitch believes Freescale will be
challenged to meet fixed costs over the intermediate term.  Pro
forma for the draw down on its RCF and election to PIK interest
payments on its $1.5 billion of 9.125% senior notes, Fitch
estimates annual maintenance capital expenditures and cash
interest expenses will be in the $700 million - $800 million
range.  Also incorporated into the rating is Fitch's belief that
the potential for a distressed debt exchange exists.

Expectations of lower annual free cash flow for Freescale are due
primarily to Fitch's belief that the company's revenues (excluding
the Cellular segment) could decline in excess of 30% in 2009 and
that there are limited prospects for a meaningful demand rebound
in 2010, consistent with Fitch's macroeconomic outlook.  Fitch
believes demand weakness will be broad based but particularly
acute within Freescale's automotive business, given the company's
significant exposure to the Big 3 U.S. automakers, which have
slashed production levels in the face of ongoing market share
erosion and financial distress.  Fitch also believes elevated
inventory levels will contribute to a dampened revenue growth
outlook in 2009.  The pace at which Freescale is able to work down
excess inventory provides an opportunity for the company to reduce
cash usage, although Fitch believes industry-wide excess
inventories likely will take at least the first half of 2009 to
correct.

Fitch anticipates lower manufacturing facility utilization rates
will result in meaningful profitability declines, despite the
company's ongoing restructuring actions.  As a follow up on to its
2008 restructuring activities, Freescale has announced additional
restructuring plans for 2009, which are expected to reduce fixed
costs by up to $600 million (on an annual run rate basis) by the
end of 2009.  Nonetheless, Fitch believes current cost reductions
will be insufficient to offset expected revenue declines in 2009.
From a cash perspective, Fitch estimates the current cash charges
associated with restructuring activities will be more than offset
in 2009 by the receipt of cash payments from Motorola associated
with its cancelled purchase agreement, although incremental cost
reductions likely would result in additional cash usage.  In
addition, it appears increasingly likely that Freescale's cellular
business, which the company plans to divest in the short term,
will be a use of cash over the next couple of quarters, although
Fitch believes cash usage would be intensified should the company
not sell or not shut down this unit.

Fitch believes Freescale's liquidity, while sufficient in the near
term, will meaningfully weaken beyond 2009. Pro forma for
aforementioned draw down on its RCF, liquidity as of Dec. 31, 2008
consisted of approximately $1.6 billion of cash and equivalents
and approximately $35 million of remaining availability under the
senior secured RCF due 2012. Fitch expects the company will be a
cash user throughout 2009, due to lower profitability and the
potential for incremental cash restructuring charges.

Freescale has no debt amortization until December 2012 - aside
from approximately $35 million per year under the term loan
facility - and the company has no financial covenants.  At Dec.
31, 2008 and pro forma for the draw down on the RCF, total debt
was approximately $10 billion and consisted primarily of:

  -- $640 million outstanding under the company's $690 million
     revolving credit facility due December 2012 (as well as
     approximately $15 million outstanding under letters of
     credit);

  -- Approximately $3.4 billion of a senior secured term loan
     expiring Dec. 1, 2013;

  -- $500 million of floating rate senior notes due 2014;

  -- $1.5 billion of 9.125% PIK senior notes due 2014;

  -- Approximately $2.34 billion of 8.875% senior notes due 2014;
     And

  -- Approximately $1.5 billion of 10.125% senior subordinated
     notes due 2016.

The Recovery Ratings for Freescale reflect Fitch's recovery
expectations under a distressed scenario, as well as Fitch's
expectation that the enterprise value of Freescale, and hence
recovery rates for its creditors, will be maximized in a
restructuring scenario (as a going concern) rather than a
liquidation scenario.  In deriving a distressed enterprise value,
Fitch applies a 50% discount to Fitch's forecast of Freescale's
operating EBITDA for fiscal year 2008 of approximately
$1.0 billion.  While it results in a distressed EBITDA level that
does not cover interest expense and maintenance capex, the
discount reflects Fitch's expectations for the degradation in
Freescale's profitability in 2009 and is supported by the
company's recent draw down on its RCF.  Fitch then applies a 5
times (x) distressed EBITDA multiple.  As is standard with Fitch's
recovery analysis, the revolver is assumed to be fully drawn
(Fitch estimates Freescale has an additional $35 million
available, pro forma for its recent draw down on the under the
RCF) and cash balances fully depleted to reflect a stress event.
The 'RR3' for Freescale's secured bank facility and term loan
reflects Fitch's belief that 51%-70% recovery is likely.  The
'RR6' for Freescale's senior and senior subordinated notes
reflects Fitch's belief that 0%-10% recovery is realistic.


GELLERWP LLC: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: GellerWP LLC
        c/o Geller & Associates Inc.
        110 Whitney Avenue
        New Haven, CT 06510
        Tel: (203) 772-4400

Bankruptcy Case No.: 09-01591

Chapter 11 Petition Date: January 30, 2009

Court: District of Arizona (Phoenix)

Judge: Randolph J. Haines

Debtor's Counsel: Dale C. Schian, Esq.
                  ecfdocket@swazlaw.com
                  Schian Walker, PLC
                  3550 N. Central Avenue, #1700
                  Phoenix, AZ 85012-2115
                  Tel: (602) 277-1501
                  Fax: (602) 297-9633

Estimated Assets: $10 million to $50 million

Estimated Debts: $10 million to $50 million

The Debtor did not file a list of 20 largest unsecured creditors.

The petition was signed by Edward B. Winnick, general manager of
Geller & Associates LLC.


GENERAL MOTORS: Will Disclose Attrition Programs at U.S. Plants
---------------------------------------------------------------
General Motors Corp. and Chrysler LLC will disclose attrition
programs at U.S. plants this week to further cut labor costs, John
D. Stoll, Jeff Bennett, and Alex P. Kellogg at The Wall Street
Journal report, citing people familiar with the matter.

WSJ relates that the plans include worker buyouts.  United Auto
Workers officials at GM have received details of the plans, the
report says.

According to WSJ, GM and Chrysler are under pressure to comply
with viability requirements set by the Treasury Department.  GM
and Chrysler are required to submit viability plans to the U.S.
government by Feb. 17.  The report states that reducing hourly-
labor costs is a substantial portion of the plans.

Citing GM union officials, WSJ says that the program would
"address the number of surplus employees and create the potential
for hiring entry-level employees when the business environment
improves."

WSJ reports that workers will be able to retire under a normal or
voluntary basis, and get a $25,000 vehicle voucher and $20,000
cash.  The report states that the vehicle voucher will be valid
for 18 months.

GM, according to WSJ, told union officials that the Treasury is
placing certain restrictions on the company's plan, including
restriction of the use of pension funds to pay for attrition
packages.

Citing a union official, WSJ relates that retirement-eligible
Chrysler workers who decide to leave will get a $50,000 incentive
and a $25,000 Chrysler vehicle voucher.  The source said that
employees who accept a buyout and leave with no retiree health-
care benefits get $75,000 and a $25,000 car voucher, WSJ states.

WSJ quoted Chrysler spokesperson Shawn Morgan as saying, "Given
the difficult economic and market conditions in the U.S., Chrysler
LLC determined in December 2008 that it would offer another phase
of special [attrition] programs."  According to the report, Ms.
Morgan said that the decision period for the majority of hourly
represented skilled and non-skilled workers is between Feb. 2 and
Feb. 25.

The original plan was to offer the program in December and
January, but "due to the fact that many of the company's
facilities had suspended production for extended periods in
December and January, the program offerings are being rolled out
now," WSJ reports, citing Ms. Morgan.

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

General Motors Latin America, Africa and Middle East, with
headquarters in Miramar, Florida, is one of GM's four regional
business units.  GM LAAM employs approximately 37,000 people in
18 countries and has manufacturing facilities in Argentina,
Brazil, Colombia, Ecuador, Egypt, Kenya, South Africa and
Venezuela.  GM LAAM markets vehicles under the Buick,
Cadillac, Chevrolet, GMC, Hummer, Isuzu, Opel, Saab and
Suzuki brands.

As reported in the Troubled Company Reporter on Nov. 10, 2008,
General Motors Corporation's balance sheet at Sept. 30, 2008,
showed total assets of US$110.425 billion, total liabilities of
US$170.3 billion, resulting in a stockholders' deficit of
US$59.9 billion.

                       *     *     *

As reported in the Troubled Company Reporter on Nov. 11, 2008,
Standard & Poor's Ratings Services lowered its ratings, including
the corporate credit rating, on General Motors Corp. to 'CCC+'
from 'B-' and removed them from CreditWatch, where they had been
placed with negative implications on Oct. 9, 2008.  S&P said that
the outlook is negative.

Fitch Ratings, as reported in the Troubled Company Reporter on
Nov. 11, 2008, placed the Issuer Default Rating of General Motors
on Rating Watch Negative as a result of the company's rapidly
diminishing liquidity position.  Given the current liquidity level
of US$16.2 billion and the pace of negative cash flows, Fitch
expects that GM will require direct federal assistance over the
next quarter and the forbearance of trade creditors in order to
avoid default.  With virtually no further access to external
capital and little potential for material asset sales, cash
holdings are expected to shortly reach minimum required operating
levels.  Fitch placed these on Rating Watch Negative:

  -- Senior secured at 'B/RR1';
  -- Senior unsecured at 'CCC-/RR5'.

As reported in the Troubled Company Reporter on June 24, 2008,
DBRS has placed the ratings of General Motors Corp. and General
Motors of Canada Limited Under Review with Negative Implications.
The rating action reflects the structural deterioration of the
company's operations in North America brought on by high oil
prices and a slowing U.S. Economy.


GIBRALTAR INDUSTRIES: Moody's Cuts Corp. Family Rating to 'B1'
--------------------------------------------------------------
Moody's downgraded the ratings of Gibraltar Industries Inc. and
changed the outlook to negative.  Specifically, Moody's downgraded
the corporate family rating to B1 from Ba3, the senior secured
facilities to Ba3 from Ba2, and the senior subordinated notes to
B3 from B2.  The ratings downgrade reflects Gibraltar's difficult
operating environment in its two primary end markets, residential
building and automotive.  In addition, the company's liquidity
position may weaken as Moody's expects financial covenants to
tighten over the next several quarters.  The negative outlook was
prompted by uncertainties regarding the continued decrease in
demand for the company's products brought on by the economic
slowdown and volatility of the credit markets.  Gibraltar's SGL-3
speculative grade liquidity rating was affirmed.

Moody's views the softer than anticipated demand in both the
residential building market and automotive sector and the
continued economic slowdown in 2009 as driving factors for
downward ratings momentum at this time.  Moody's expects a
significant drop in EBITDA in both the fourth quarter of 2008 and
first quarter of 2009 which will pressure the covenant
calculations in the second and third quarters of 2009.  Therefore,
the company will likely manage a modest cushion under its covenant
compliance with a potential need to renegotiate covenant levels
over the near term.

The ratings are supported by the company's market leading position
for nearly all of its major products and services, highly variable
cost structure, and historically consistent operating margins.

Ratings Downgraded:

Gibraltar Industries, Inc.

  -- Corporate Family Rating, downgraded to B1 from Ba3

  -- Probability of Default Rating, downgraded to B1 from Ba3

  -- Senior Secured Bank Credit Facility due 2012, downgraded to
     Ba3 (LGD3, 35%) from Ba2 (LGD3, 35%)

  -- Senior Secured Term Loan B due 2012, downgraded to Ba3 (LGD3,
     35%) from Ba2 (LGD3, 35%)

  -- Senior Subordinated Notes due 2015, downgraded to B3 (LGD5,
     85%) from B2 (LGD5, 85%)

Moody's last rating action occurred in April of 2008 when the
corporate family rating was downgraded to Ba3 from Ba2.

Headquartered in Buffalo, New York, Gibraltar Industries is a
leading manufacturer, processor, and distributor of metals and
other engineered products for the construction, automotive, and
industrial markets.  Gibraltar is North America's leading
ventilation product manufacturer, mailbox manufacturer, and cold-
rolled strip steel producer.


HARTMARX CORP: US Trustee Forms Seven-Member Creditors Committee
----------------------------------------------------------------
William T. Neary, the United States Trustee for Region 11,
appointed seven creditors to serve on an official committee of
unsecured creditors of Hartmarx Corporation and its debtor-
affiliates.

The members of the committee are:

  1) Hibernian Direct, LLC
     Attn: Patrick Duggan
     One North LaSalle, Suite 2151
     Chicago, IL 60602

  2) Pacific Garment USA
     Attn: Ken Yager at
           Morris Anderson & Assoc
     Buzz Cohen
     719 South Los Angeles St., #708 55
     Los Angeles, CA 90014

  3) Teklink International, Inc.
     Attn: Pankaj Gupta
     823 Fieldcrest Drive
     Naperville, IL 60540

  4) Textile Import LLC
     Attn: Anthony Di Talia
     1410 Broadway 22nd Floor
     New York, NY 10018

  5) Wells Fargo Bank
     Attn: Gavin Wilkinson
     625 Marquette Ave.
     Minneapolis, MN 55479

  6) Warren Corp.
     Attn: Mark Radtke at
           Shaw Gussis
     711 Fifth Avenue
     New York, NY 10022

  7) Woo Yang Co.
     Attn: Tracy Klestadt at
           Klestadt & Winters, LLP
     699-3 Banyea
     4 Dong, Haeundae - Gu
     Busan, Korea

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtor's
expense.  They may investigate the Debtor's business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                          About Hartmarx

Based in Chicago, Illinois, Hartmarx Corporation (HTMXQ) --
http://www.hartmarx.com-- produces and markets business, casual
and golf apparel under its own brands, including Hart Schaffner
Marx, Hickey-Freeman, Palm Beach, Coppley, Monarchy, Manchester
Escapes, Society Brand, Racquet Club, Naturalife, Pusser's of the
West Indies, Brannoch, Sansabelt, Exclusively Misook, Barrie Pace,
Eye, Christopher Blue, Worn, One Girl Who . . . and b.chyll.  In
addition, the company has certain exclusive rights under licensing
agreements to market selected products under a number of premier
brands such as Austin Reed, Burberry men's tailored clothing, Ted
Baker, Bobby Jones, Jack Nicklaus, Claiborne, Pierre Cardin, Lyle
& Scott, Golden Bear, Jag and Dr. Martens.  The company's broad
range of distribution channels includes fine specialty and leading
department stores, value-oriented retailers and direct mail
catalogs.  The company and its affiliated debtors filed for
bankruptcy protection on January 23, 2009 (Bankr. N.D. Ill. Lead
Case No. 09-02046).  George N. Panagakis, Esq., Felicia Gerber
Perlman, Esq., and Eric J. Howe, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts.  When the Debtors filed for bankruptcy, they listed
$483,108,000 in total assets and $261,220,000 in total debts as of
August 31, 2008.


HAWAIIAN TELCOM: U.S. Trustee Amends Creditors Panel Roster
-----------------------------------------------------------
Pursuant to Section 1102(a) and (b) of the Bankruptcy Code,
Tiffany Carroll, the Acting United States Trustee for Region 15,
amends the composition of the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Hawaiian Telcom
Communications, Inc., and its debtor-affiliates.

The Acting U.S. Trustee added Pimco High Yield Fund and Income
Fund of America as members of the Creditors Committee on Jan. 28,
2009.  The Committee is now composed of:

  1. U.S. Bank, N.A., as Indenture Trustee
     One Federal Street
     Boston, Massachusetts 02110
     Attn: Laura L. Moran
     Tel: (617) 603-6429
     Fax: (617) 603-6640

  2. Deutsche Bank National Trust Company,
     as Successor Indenture Trustee
     222 S. Riverside Plaza, 25th Floor
     Chicago, Illinois 60606-5808
     Attn: Jeffrey J. Powell, Trust & Securities Services
     Tel: (312) 537-1034
     Fax: (312) 537-1009

  3. International Bhd. of Elec. Workers
     Telephone Local Union 1357
     2305 South Beretania Street, Suite 206
     Honolulu, Hawaii 96826
     Attn: Thomas Ciantra
     Tel: (808) 941-7761
     Fax: (808) 944-4239

  4. Hawaiian Electric Company, Inc.
     900 Richards Street
     Honolulu, Hawaii 96813
     Attn: Kimo C. Leong
     Tel: (808) 522-2222 ext. 24
     Fax: (808) 523-1869

  5. Sprint Spectrum, L.P.
     10002 Park Meadow Drive
     Lone Tree, Colorado 80124
     Attn: Juliette Morrow Campbell
     Tel: (720) 206-3689
     Fax: (877) 816-1663

  6. Pimco High Yield Fund
     40 Newport Center Drive, Suite 100
     Newport Beach, California 92660
     Attn: David Behenna
     Tel: (949) 720-6378

  7. Income Fund of America
     11100 Santa Monica Boulevard, 15th Floor
     Los Angeles, California 90025-3395
     Attn: Marcus B. Linden
     Tel: (310) 996-6328

Pacific Investment Management Company LLC and Capital Research and
Management Company had filed a motion for their appointment to the
Creditors Committee.  They withdrew that request at the
January 29, 2009 hearing.

PIMCO and CapRe, representing the Debtors' largest unsecured
creditors, had argued that had Tiffany Carroll, the Acting United
States Trustee for Region 15, followed the provision of Section
1102 of the Bankruptcy Code that provides that a committee will
consist of persons holding the seven largest claims against the
debtor, they would have been included as members of the Creditors
Committee.  The Noteholders added that the objections lodged by
the Acting U.S. Trustee, the Committee, Deutsche Bank National
Trust Company, and Telephone Local Union 1357 International
Brotherhood of Electrical Workers do not dispute the Section 1102
proposition.

The Noteholders contended the original composition of the
Committee does not have any member that is a beneficial owner of
the Debtors' senior notes.  The Noteholders reiterated that they
hold unsecured claims totaling $217,700,000, or over 40% of the
total unsecured claim pool.  Moreover, the Noteholders pointed
out, the Senior Notes are the largest category of unsecured claims
against the Debtors.  Thus, the Noteholders averred that they
should be appointed to the Committee.

Since the filing of the Noteholders' argument, the Acting U.S.
Trustee has amended the composition of the Committee.  Pimco High
Yield and Income Fund of America have been added as members of the
Creditors Committee on January 28, 2009.

                     About Hawaiian Telecom

Based in Honolulu, Hawaii, Hawaiian Telecom Communications, Inc.
-- http://www.hawaiiantel.com/-- operates a telecommunications
company, which offers an array of telecommunications products and
services including local and long distance service, high-speed
Internet, wireless services, and print directory and Internet
directory services.

The company and seven of its affiliates filed for Chapter 11
protection on Dec. 1, 2008 (Bankr. D. Del. Lead Case No. 08-
13086).  As reported by the Troubled Company Reporter on
December 30, 2008, Judge Peter Walsh of the U.S. Bankruptcy Court
for the District of Delaware approved the transfer of the Chapter
11 cases to the U.S. Bankruptcy Court for the District of Hawaii
before Judge Lloyd King (Bankr. D. Hawaii Lead Case No. 08-02005).

Richard M. Cieri, Esq., Paul M. Basta, Esq., and Christopher J.
Marcus, Esq., at Kirkland & Ellis LLP, represent the Debtors in
their restructuring efforts.  The Debtors proposed Lazard Freres &
Co. LLC as investment banker; Zolfo Cooper Management LLC as
business advisor; Deloitte & Touche LLP as independent auditors;
and Kurztman Carson Consultants LLC as notice and claims agent.
An official committee of unsecured creditors has been appointed in
the case.  The committee is represented by Christopher J. Muzzi,
Esq., at Moseley Biehl Tsugawa Lau & Muzzi LLC, in Honolulu,
Hawaii.

When the Debtors filed for protection from their creditors, they
listed total assets of $1,352,000,000 and total debts of
$1,269,000,000 as of Sept. 30, 2008.

Bankruptcy Creditors' Service, Inc., publishes Hawaiian Telcom
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by Hawaiian Telcom Communications, Inc. and seven of
its affiliates.  (http://bankrupt.com/newsstand/or 215/945-7000)


HAWKER BEECHCRAFT: S&P Put B+ Corp. Credit Rating on WatchNeg.
--------------------------------------------------------------
Standard & Poor's Ratings Services said it has placed its ratings
on Hawker Beechcraft Inc., including the 'B+' corporate credit
rating, on CreditWatch with negative implications.  The company
has debt outstanding of about $2.5 billion.

"The action reflects primarily a rapidly deteriorating outlook for
business aviation, Hawker Beechcraft's primary market," said
Standard & Poor's credit analyst Roman Szuper.  Although the
company had a record aircraft backlog of $7.9 billion at
Sept. 28, 2008, increasing order deferrals and cancellations
across the industry as a result of a global recession and tight
credit markets will likely lead to lower-than-expected earnings
and cash flow generation, with adverse effects on credit
protection measures.

At Sept. 28, 2008, Hawker Beechcraft had ample liquidity, with
cash and equivalents of $319 million and an unused $400 million
revolving credit facility, but $35 million of this facility
committed by the bankrupt Lehman Brothers Holdings Inc.'s unit
probably will not be available.  The credit agreement has a
covenant that requires the company to maintain a specified
quarterly consolidated secured-debt-to-EBITDA ratio, with which
S&P expects Hawker Beechcraft to be in compliance.

S&P expects to meet with management to assess business prospects
and financial performance to determine their effects on credit
quality.  If the ratings are lowered, S&P expects a modest
downgrade.  If the ratings are affirmed, S&P expects to assign a
negative outlook.


HENDRX CORP: Court Orders Delivery of Shares to Worldwide
---------------------------------------------------------
On January 26, 2009, Hendrx Corp. disclosed that the Superior
Court for the County of Los Angeles, State of California ordered
that Hendrx to deliver share certificates of its wholly owned
subsidiary Eastway Global Investment Limited and its operating
subsidiary, Fujian Yuxin Electronic Equipment Co. Ltd., to
Worldwide Water LLC within two days of the order to be applied
against satisfaction of a judgment.  The order was filed on
January 21, 2009.

Legal proceedings were initiated on January 18, 2006, by Worldwide
against a number of defendants, including Hendrx, in the Superior
Court for the County of Los Angeles, State of California, for
contractual fraud and patent infringement.  The complaint alleged
that an agreement between Worldwide and AirWater Corporation was
contravened when it contracted with Hendrx's subsidiary to
manufacture atmospheric water generators that allegedly infringed
Worldwide's patents.  Hendrx did not enter an appearance in this
action.  On March 17, 2006 a default judgment was entered against
Hendrx which it sought unsuccessfully to have vacated.  Hendrx
received a finalized judgment on April 11, 2008 and recorded a
$1,225,320 contingent liability as of September 30, 2008 to
account for the $1,000,000 judgment plus prejudgment interest and
other costs.  On July 7, 2008, Hendrx filed an appeal that the
court set aside the default judgment and move to trial in order to
determine the merits of Worldwide's claims.  However, on January
16, 2009, the court denied Hendrx's appeal leaving it with limited
time to appeal the decision.  On January 21, 2009, the court
ordered that Hendrx deliver share certificates of its wholly owned
subsidiary Eastway Global Investment Limited and its subsidiary
Fujian Yuxin Electronic Equipment Co. Ltd. to Worldwide.

                        About Hendrx Corp.

Headquartered in Vancouver, British Columbia, Hendrx Corp. (OTC
BB: HDRX.OB) through its wholly owned subsidiary, Eastway Global
Investment Limited, manufactures and distribute water dispenser
systems.  On Dec. 16, 2008, the company acquired 100% of the
issued shares of Eastway Global Investment Limited, which included
Eastway's wholly-owned operating subsidiary, Fujian Yuxin
Electronic Equipment Co., Ltd.  Yuxin was incorporated under the
laws of People's Republic of China on Feb. 18, 1993.  The
principal business of Yuxin is to manufacture and distribute water
dispenser systems.

                       Going Concern Doubt

"The company has a working capital deficiency of $3,123,772 at
September 30, 2008 and a net loss of $1,547,524 for the nine
months then ended.  The company might not have sufficient work
capital for the next twelve months and is dependent on financing
to continue operation.  These factors create substantial doubt as
to the ability of the Company to continue as a going concern,"
George Solymar, chief executive officer, chief financial officer,
and principal accounting officer, disclosed in a regulatory filing
dated November 19, 2008.

As of September 30, 2008, the company's balance sheet showed total
assets of $18,488,668, total liabilities of $7,726,852, and total
stockholders' equity of $10,761,816.


INFINITO GOLD: Commences Debt Restructuring; Issues C$42MM Notes
----------------------------------------------------------------
Infinito Gold Ltd. disclosed that it requires C$42.5 million to be
raised to continue its current operations.  Infinito Gold also
disclosed that on January 31, 2009, C$5,000,000 came due to a
holder under an outstanding secured debenture of the Company and
the Company did not have the funds to repay it.  As a result of
cross default provisions in its other outstanding debt that is not
payable on demand, according to Infinito Gold, the Holders are
entitled to demand repayment of the entire C$37,500,000 principal
amount of outstanding debt of the Company, plus accrued interest.
The Company has not identified other sources of an adequate amount
of funds to allow it to meet its obligations.

Infinito Gold on February 1 said it has agreed to terms to raise,
on a non-brokered private placement basis, an aggregate of up to
C$50.5 million upon the sale of secured convertible notes to
Exploram Enterprises Ltd. and Auro Investments Ltd.  The Holders
have agreed to a subscription of an initial aggregate principal
amount of C$42.5 million in Notes and to subsequent drawdowns on
the Note held by Exploram up to C$8 million, subject to certain
conditions.  Under the subscriptions for Notes, the Holders will
also be issued, concurrently with the issue of the Notes, one
detachable common share purchase warrant for each share that can
be acquired on conversion of the Notes.  The proceeds of C$42.5
million will be used to retire all outstanding Notes and
Debentures of the Company totaling C$37,500,000, to pay interest
on such outstanding debt of approximately C$910,000 with the
balance for working capital and corporate general and
administrative expenses.

The Notes mature five years after their date of issue and are
convertible at any time up to maturity into shares of the Company.
The conversion price for the initial C$42.5 million subscription
of Notes is C$0.204 per share, being the 20-day volume weighted
average price of the shares of the Company for the previous 20
trading days and the conversion price for subsequent drawdowns
will be the 20-Day VWAP at the date of drawdown.  If, after the
Notes are issued however, the Company issues shares for cash at a
price below the conversion price of the Notes, the Holders will be
entitled to concurrently convert into shares at that lower issue
price an aggregate principal amount of the Notes as is equal to
the amount of the Subsequent Issuance.  Shares issued for cash
upon the exercise of stock options, interest payments on the Notes
or on conversion of principal of a Note with a lower conversion
price do not trigger this right.

The Notes bear interest at 15% per year, payable quarterly, except
that after March 31, 2010 the Holders have the discretion to
require interest to be paid monthly.  The first interest payment
is due on the earlier of the first drawdown of a project
development debt financing for the Company's Crucitas Project and
September 30, 2009. Interest is payable in cash or shares of the
Company, at each Holders' election, such shares to be issued at
the 20-Day VWAP at the time the interest payment is due.

In August 2008, the Company signed an engagement letter giving BNP
Paribas an exclusive mandate to act as lead arranger on the
project development financing for the Crucitas Project, but
financing work has been suspended pending resolution of the Costa
Rican legal challenge in respect of the grant of a change of land
use permit for the mine announced on October 21, 2008.

Each Warrant issued concurrently with the issue of Notes, or a
subsequent drawdown, is exercisable for a period of five years and
entitles the Holder to acquire one share of the Company at a price
equal to the conversion price of the concurrent Note. Since the
Company has agreed to issue one Warrant for each share that can be
acquired on conversion of a Note, concurrently with the issue of
the initial C$42.5 million in Notes the Company shall issue
208,333,334 Warrants.

The Company's obligations under the Notes will be secured by:

   (i) a general security agreement over all of the Company's
       assets and a pledge of the shares of each of the
       Company's direct subsidiaries;

  (ii) a guarantee of the Company's obligations under the Notes
       by each of the Company's subsidiaries; and

(iii) a pledge of the shares of any indirect subsidiary of the
       Company.

The Company has the right to prepay the principal amount of the
Notes, in full or in part, at any time after three years from the
issue date of the Notes, subject to each Holders' right to convert
before prepayment.  Prepayment is subject to other conditions,
including that the 20-Day VWAP prior to prepayment must be 15%
greater than the conversion price of the principal amount of the
Note to be prepaid.  The Notes will include negative covenants,
positive covenants and conversion right adjustments that are
standard for transactions of this nature.  The Notes also contain
events of default to be expected in financings under these
circumstances, including a breach of the terms of the Notes,
bankruptcy, insolvency or receivership proceedings, a change of
control of the Company, a change of business of the Company's
Costa Rican subsidiary, a failure to obtain and maintain
regulatory approvals in respect to the Crucitas project, a failure
to make the initial drawdown under the Project Development
Financing before September 30, 2009 and a court decision that
impairs or prevents the ability to construct the Crucitas project.

The Company has agreed to pay a cash structuring fee to the
Holders of 3% of funds advanced at closing not utilized to retire
existing debt, 3% on funds advanced in subsequent drawdowns and 1%
of all funds used to retire existing debt.  Subsequent drawdowns
on the Note held by Exploram to a maximum of C$8,000,000 may be
made at the Issuer' request in increments of between C$500,000 and
C$2,000,000 subject to specified conditions precedent to
subsequent drawdowns, including the rendering of a favorable
ruling in the Costa Rican legal challenge referred to above.

Infinito Gold says the financing is a related party transaction
under MI 61-101 as each of Exploram and Auro are related parties.
As such, the Company formed a Special Committee of independent
directors to consider and negotiate the terms of the transaction.
The Company is exempt from the formal valuation requirements of MI
61-101 as its shares are only listed on the TSX Venture Exchange
and the Company is exempt from the minority shareholder approval
requirement under MI 61-101 as both the Board of Directors and the
independent directors each determined, in good faith, that (i) the
Company is in serious financial difficulty, (ii) the transaction
is designed to improve the financial position of the Company, and
(iii) the terms of the transaction are reasonable in the
circumstances of the Company.  These determinations were based in
part upon the advice of its financial advisors.  Due to the
potential dilution to minority shareholders under this
transaction, the Special Committee also recommended that the
Company make available to minority shareholders an opportunity to
mitigate the dilutive impact through participation in an offering
of units priced at a comparable level. Accordingly, the Company
plans to approach certain of its minority shareholders to see if
there is interest in such an offering on a private placement
basis.

The Board of Directors has also approved an increase in the
authorized capital of the Company from 250,000,000 to an unlimited
number of Common Shares in order to allow it to complete this
transaction.  In its circumstances the Company considers it
necessary to close the Note financing as soon as possible.
Completion of the Note financing is subject to approval of the TSX
Venture Exchange.

Upon completion of the sale of the Notes, Exploram will advance
C$34 million and Auro will advance C$8.5 million.  Exploram shall
also be issued 166,666,667 Warrants and Auro shall be issued
41,666,667 Warrants. Exploram presently holds 61,154,490 shares of
the Company and, upon conversion in full of its Notes at C$0.204
per share and exercise of all of its Warrants, could acquire a
further 333,333,334 shares of the Company. Auro presently holds
5,714,285 shares of the Company and, upon conversion in full of
its Notes at C$0.204 per share and exercise of all of its
Warrants, could acquire a further 83,333,334 shares of the
Company.  The Company presently has 121,429,289 shares
outstanding.

Infinito Gold Ltd. is a gold exploration & development company
based in Calgary, Canada, in the process of transisting from
junior explorer to gold producer.


INPLAY TECH: Compensation Committee Amends Director Fees Payment
----------------------------------------------------------------
The compensation committee and the board of directors of InPlay
Technologies, Inc. modified payment of director fees to include
quarterly stock option grants of 5,000 shares toward quarterly
compensation and accrual of the remaining compensation until such
time as the Company has obtained additional funding.  Option
grants will be priced on the last day of the 2nd month of each
quarter.  Directors are also reimbursed for expenses incurred in
attending meetings and carrying out duties as board and committee
members.

Headquartered in Scottsdale, Arizona, InPlay Technologies Inc.,
(NasdaqCM: NPLA) -- http://www.inplaytechnologies.com/-- is a
developer of innovative human interface devices for electronic
products.  The company's FinePoint division offers the only
digital-based pen-input solution for the rapidly growing mobile
computing market.

At Sept. 30, 2008, the company's balance sheet showed total assets
of $3,929,935, total liabilities of $1,569,211 and stockholders'
equity of $2,360,724

For three months ended Sept. 30, 2008, the company posted net loss
of 1,278,848 compared with net loss of $1,070,913 for the same
period in the previous year.

For nine months ended Sept. 30, 2008, the company posted net loss
of $4,255,210 compared with net loss $3,510,982 for the same
period in the previous year.

                       Going Concern Doubt

Scottsdale, Arizona-based Moss Adams LLP expressed substantial
doubt about InPlay Technologies Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.

The auditing firm reported that the company's revenue in 2007 was
dependent on two customers, from whom it does not anticipate any
future material revenue and that the company will require
additional debt or equity capital to implement its business plan.


INTEGRATED CONSTRUCTION: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Integrated Construction Management Inc
        780 Sunrise Highway
        West Babylon, NY 11704

Bankruptcy Case No.: 09-70460

Chapter 11 Petition Date: January 27, 2009

Court: United States Bankruptcy Court
       Eastern District of New York (Central Islip)

Judge: Robert E. Grossman

Debtor's Counsel: Ronald D Weiss, Esq.
                  734 Walt Whitman Road, Suite 203
                  Melville, NY 11747
                  Tel: (631) 271-3737
                  Fax: (631) 271-3784
                  Email: weiss@ny-bankruptcy.com

Total Assets: $1,239,629

Total Debts: $1,379,077

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/nyeb09-70460.pdf

The petition was signed by Roger Rowe, President of the company.


INTERSTATE BAKERIES: American Appraisal Seeks $254,000 in Fees
--------------------------------------------------------------
American Appraisal Associates, Inc., asks Judge Jerry Venters of
the U.S. Bankruptcy Court for the Western District of Missouri to
approve its professional fees for $238,100 and the reimbursement
of its expenses for $16,833, on account of services it rendered to
Interstate Bakeries Corp. for the period from January 23, 2008, to
November 30, 2008.

American Appraisal was retained by Interstate and its affiliates
to render valuation services relating to "fresh start" accounting
obligations, nunc pro tunc to January 23, 2008.

Judge Venters will convene a hearing to consider American
Appraisal's Fee Application on March 4, 2009.  Objections, if
any, must be filed on or before February 11, 2009.  Otherwise,
the Court may enter its order without further notice.

Separately, Judge Venters approved the application of Fisher &
Phillips LLP, for allowance of its professional fees for $174,776
and the reimbursement of its expenses for $23,025, on account of
services the firm rendered to the Debtors for the period from
September 1 to November 31, 2008.  Fisher & Phillips was retained
as an ordinary course professional to provide the Debtors with
legal services with respect to employment and labor matters.

                  About Interstate Bakeries

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.

The Debtors first filed their Chapter 11 Plan and Disclosure
Statement on Nov. 5, 2007.  On Jan. 30, 2008, the Debtors received
court approval of the disclosure statement explaining their first
amended plan.  IBC did not receive any qualifying alternative
proposals for funding its plan in accordance with the court-
approved alternative proposal procedures.

The Debtors, on Oct. 4, 2008, filed another Plan, which
contemplates IBC's emergence from Chapter 11 as a stand-alone
company.  The filing of the Plan was made in connection with the
plan funding commitments, on Sept. 12, 2008, from an affiliate of
Ripplewood Holdings L.L.C. and from Silver Point Finance, LLC, and
Monarch Master Funding Ltd.

On December 5, 2008, the Bankruptcy Court confirmed IBC's Amended
New Joint Plan of Reorganization.  The plan was filed October 31,
2008.  The exit financings that form the basis for the Plan are
reflected in corresponding debt and equity commitments.

Bankruptcy Creditors' Service, Inc., publishes Interstate Bakeries
Bankruptcy News.  The newsletter tracks the chapter 11 proceedings
undertaken by Interstate Bakeries Corporation and its eight
affiliated debtors.  (http://bankrupt.com/newsstand/or
215/945-7000)


LEAR CORP: Financial Risk Profile Cues S&P's Junk Rating From B-
----------------------------------------------------------------
Standard & Poor's Ratings Services said it has lowered its
corporate credit rating on Southfield, Michigan-based Lear Corp.
to 'CCC+' from 'B-' and removed all the ratings from CreditWatch,
where they had been placed with negative implications on Nov. 13,
2008.  The outlook is negative.  At the same time, S&P also
lowered its issue-level ratings on the company's debt.

"The downgrade reflects our view that Lear's financial risk
profile will weaken in 2009, even if it is successful in
negotiations with its lenders and is able to maintain its large
cash balances," said Standard & Poor's credit analyst Lawrence
Orlowski.  "In our view, cash balances alone do not eliminate the
risk of bankruptcy or financial restructuring, given the industry
downturn.  S&P believes Lear's credit measures will worsen
substantially, primarily as a result of a sharp fall-off in global
auto production," he continued.  Revenue in 2009 is expected to
fall more than 20%, and the gross margin could be approximately
half of its 2008 value.  Consequently, for 2009 S&P project
double-digit multiples for the adjusted-debt-to-EBITDA ratio, an
adjusted EBITDA interest coverage of less than 1x, and FFO to
total debt below zero.

The ratings reflect Lear's very aggressive leverage and a
liquidity position that is subject to negotiations with the
lenders over covenant relief.  S&P expects declining auto sales
and production in North America (36% of 2008 sales) and Europe
(49%) during 2009 will lower Lear's profitability and cash flow
generation.  S&P's opinion is based on the rapidly deteriorating
outlook for light-vehicle production in Europe and the continuing
recession in North America, where auto sales are expected to
decline sharply in 2009 from the already weak levels of 2008.  S&P
expects sales in 2009 to be 10 million units, 24% below 2008
actual sales.

Lear's fourth-quarter results reflected lower auto production
levels.  Total sales in the quarter were $2.6 billion, down
approximately 33% from fourth-quarter revenue a year earlier.
Excluding a goodwill impairment charge of $530 million and
restructuring costs of $60.5 million, core operating
earnings in the quarter were $22 million, compared to
$178 million in the same period in 2007.  The drop in core
earnings was caused mostly by sharply lower auto production in
North America and Europe.

The company has a strong position in the auto seating market.  In
this segment, net sales were $2.1 billion, down 32% year over
year.  In the electrical and electronic segment, net sales were
$529 million, down 33% year over year.  The operating margin in
both of these segments declined significantly, mostly because of
falling vehicle production, offset in part by reductions in costs.

In response to the sharp drop in demand, the company continues to
implement a series of restructuring and cost-reduction
initiatives, including closing or consolidating facilities,
slowing expansion in emerging markets, laying off staff, cutting
compensation, and lowering discretionary expenditures.

Lear continues to diversify its sales geographically: 64% of 2008
sales came from outside of North America.  In addition, its two
largest customers, Ford Motor Co. (CCC+/Negative/--) and General
Motors Corp. (CC/Negative/--), suffering from domestic market
share losses and intensified competitive pressures, are engaged in
restructuring activities to reduce production capacity and lower
their cost structures.

Lear's revenue is also heavily dependent on sales of SUVs and
pickup trucks, and demand for these products has weakened
substantially.  Even with falling oil prices, S&P believes the
shift in consumer preference away from SUVs is permanent.

Liquidity is constrained by weak cash generation and existing
financial covenants, and is subject to talks with lenders, which
the company has recently begun.  As of Dec. 31, 2008, the company
had about $1.6 billion in cash and cash equivalents after fully
drawing down its revolving credit facility in the fourth quarter.
But Lear has announced that it was not in compliance with its
leverage ratio under its credit facility, as it chose not
to repay amounts borrowed at the end of the year.  So it is
crucial for the company to obtain sufficient covenant cushion
under a future amendment of its credit facility, especially given
the uncertain and deteriorating state of the auto markets around
the world.

S&P believes negotiations with lenders could result in a number of
changes -- for example, the bank facility and cash balances could
be reduced, borrowing costs could rise, and the tenor could be
modified -- along with revisions to the covenants under the
amended terms of the facility.

The outlook is negative.  S&P expects 2009 to be another weak year
for Lear's sales and profitability because of a global decline in
auto demand.  S&P could lower the rating further if Lear is unable
to amend its covenant under its primary credit facility, or if S&P
came to believe that the company would undertake a distressed
exchange of debt.

S&P could revise the outlook to stable or positive in the next
year if Lear's performance showed signs of a rebound, most likely
caused by better-than-expected global auto demand, but S&P view
this as unlikely in the near term.  The company would have to
demonstrate the potential for generating at least breakeven free
cash flow and increasing the cushion under its existing covenants.
This would likely require U.S. light-vehicle sales to go well
above the 10.0 million units S&P expects for 2009.


LEHMAN BROTHERS: In Talks With TPG-Austin on Capital Requirements
-----------------------------------------------------------------
Thomas Properties Group, Inc. discloses that its affiliate, TPG
Austin Portfolio Holdings LLC, is in negotiations with Lehman
Brothers Holdings and its affiliates to address the capital
requirements of the partnership's portfolio.  TPG-Austin owns a
portfolio of 10 properties totaling 3.5 million square feet in
Austin, Texas.  TPGI, indirectly through its joint venture with
the California State Teachers Retirement System, holds a 6.25%
interest in TPG-Austin.  An affiliate of Lehman Brothers currently
owns 50% of the equity in the Austin portfolio.

TPGI also relates that TPG-Austin has met the property tax
obligations on its entire portfolio on time and in full.  The
payment of the property taxes, TPGI says, was made possible with
the cooperation of Lehman Brothers.  TPGI is unable to comment
further on its ongoing negotiations.

                  About Thomas Properties Group

Thomas Properties Group, Inc. -- http://www.tpgre.com/-- is a
full-service real estate company that owns, acquires, develops and
manages office, retail and multi-family properties throughout the
United States.  The company has four primary areas of focus:
property operations, property acquisitions, property development
and redevelopment, and investment management.

                      About Lehman Brothers

Lehman Brothers Holdings Inc. -- http://www.lehman.com-- was the
fourth largest investment bank in the United States.  For more
than 150 years, Lehman Brothers led in the global financial
markets by serving the financial needs of corporations,
governmental units, institutional clients and individuals
worldwide.  Through its team of more than 25,000 employees, Lehman
Brothers offered a full array of financial services in equity and
fixed income sales, trading and research, investment banking,
asset management, private investment management and private
equity.  Its worldwide headquarters in New York and regional
headquarters in London and Tokyo are complemented by a network of
offices in North America, Europe, the Middle East, Latin America
and the Asia Pacific region.  The firm, through predecessor
entities, was founded in 1850.

Lehman filed for chapter 11 bankruptcy Sept. 15, 2008 (Bankr.
S.D.N.Y. Case No. 08-13555).  Lehman's bankruptcy petition listed
$639 billion in assets and $613 billion in debts, effectively
making the firm's bankruptcy filing the largest in U.S. history.

Subsidiary LB 745 LLC, submitted a Chapter 11 petition on Sept. 16
(Case No. 08-13600).  Several other affiliates followed
thereafter.

The Debtors' bankruptcy cases are handled by Judge James M. Peck.
Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife,
Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil,
Gotshal & Manges, LLP, in New York, represent Lehman.  Epiq
Bankruptcy Solutions serves as claims and noticing agent.

On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the
United States District Court for the Southern District of New
York, entered an order commencing liquidation of Lehman Brothers,
Inc., pursuant to the provisions of the Securities Investor
Protection Act in the case captioned Securities Investor
Protection Corporation v. Lehman Brothers Inc., Case No. 08-CIV-
8119 (GEL).  James W. Giddens has been appointed as trustee for
the SIPA liquidation of the business of LBI

Barclays Bank Plc has agreed, subject to U.S. Court and relevant
regulatory approvals, to acquire Lehman Brothers' North American
investment banking and capital markets operations and supporting
infrastructure for US$1.75 billion.  Nomura Holdings Inc., the
largest brokerage house in Japan, on Sept. 22 reached an agreement
to purchased Lehman Brothers Holdings, Inc.'s operations in Europe
and the Middle East less than 24 hours after it reached a deal to
buy Lehman's operations in the Asia Pacific for US$225 million.
Nomura paid only $2 dollars for Lehman's investment banking and
equities businesses in Europe, but agreed to retain most of
Lehman's employees.

             International Operations Collapse

Lehman Brothers International (Europe), the principal UK trading
company in the Lehman group, was placed into administration,
together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE
Holdings Ltd. These are currently the only UK incorporated
companies in administration.  Tony Lomas, Steven Pearson, Dan
Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers
LLP, have been appointed as joint administrators to Lehman
Brothers International (Europe) on Sept. 15, 2008.  The joint
administrators have been appointed to wind down the business.
Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc.
filed for bankruptcy in the Tokyo District Court on
Sept. 16.  The two units of Lehman Brothers Holdings, Inc., which
has filed for bankruptcy protection in the U.S. Bankruptcy Court
for the Southern District of New York, have combined liabilities
of JPY4 trillion -- US$38 billion).  Lehman Brothers Japan Inc.
reported about JPY3.4 trillion ($33 billion) in liabilities in its
petition.  Akio Katsuragi, a former Morgan Stanley executive, runs
Lehman's Japan units.

Lehman Brothers Asia Limited, Lehman Brothers Securities Asia
Limited and Lehman Brothers Futures Asia Limited have suspended
its operations with immediate effect, including ceasing to trade
on the Hong Kong Securities Exchange and Hong Kong Futures
Exchange, until further notice.  The Asian units' asset management
company, Lehman Brothers Asset Management Limited, will continue
to operate on a business as usual basis.  A further notice
concerning the retail structured products issued by or arranged by
any Lehman Brothers group company will be issued as soon as
possible, a press statement said.

Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
undertaken by Lehman Brothers Holdings, Inc. and its various
affiliates. (http://bankrupt.com/newsstand/or 215/945-7000)


MASHANTUCKET WESTERN: S&P Puts 'BB-' Credit Rating on WatchNeg.
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the
Mashantucket Western Pequot Tribe (the owner of Foxwoods Resort
Casino in southeastern Connecticut), including the 'BB-' issuer
credit rating, on CreditWatch with negative implications.

"The CreditWatch placement stems from recent slot revenue data
reported to the State of Connecticut, which shows ongoing weakness
in the market," noted Standard & Poor's credit analyst Melissa
Long.

The Tribe does not publicly release its financial results.
However, according to data released by the State of Connecticut,
Foxwoods' slot win fell by 11% in the three months ended Dec. 31,
2008, its first fiscal 2009 quarter.  S&P had previously cited an
expectation for a modest level of EBITDA growth in the fiscal year
ending Sept. 30, 2009, stemming from new capacity, cost-reduction
initiatives that the Tribe had implemented, and a normalization of
performance in the first fiscal quarter, given a weak comparable
quarter in fiscal 2008 due to an unusually high level of
promotional activities.  As slot revenues represent a significant
percentage of Foxwoods overall revenues, S&P is concerned that the
reported decline indicates that performance in fiscal 2009 will be
out of line with S&P's previous expectation.

In resolving the CreditWatch listing, S&P will review first-
quarter operating performance at Foxwoods and reassess S&P's
expectations relative to performance over the next year given the
continued pullback in consumer discretionary spending as a result
of the economic recession.  In addition, S&P's analysis will focus
on the Tribe's liquidity position and covenants over the next
year.


MECACHROME INTERNATIONAL: S&P Withdraws 'D' Corporate Rating
------------------------------------------------------------
Standard & Poor's Ratings Services said it withdrew all ratings,
including the 'D' corporate credit rating, on Montreal-based
Mecachrome International Inc. at the company's request.

The 'D' rating indicates that the company has defaulted on its
interest payment on its EUR200 million subordinated notes due Nov.
15, 2008.


MGM MIRAGE: S&P Downgrades Corporate Credit Rating to 'B+'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Las
Vegas, Nevada-based MGM MIRAGE; the corporate credit rating was
lowered to 'B+' from 'BB-'.  At the same time, the corporate
credit and all issue-level ratings were placed on CreditWatch with
negative implications.

The downgrade and CreditWatch placement reflect S&P's concern
that, based on more recent data available on the performance of
the Las Vegas Strip (in addition to results recently reported by
other companies operating in the leisure sector), MGM MIRAGE is
unlikely to meet the projections previously incorporated into
S&P's 'BB-' corporate credit rating.  At that time, S&P indicated
its expectation for total operating lease-adjusted debt to EBITDA,
excluding income from unconsolidated affiliates, to peak in the
low-7x area.  However, it has become apparent that the currently
weakened state of the economy is having a more pronounced impact
on consumer discretionary spending than previously anticipated,
and that credit measures will likely deteriorate meaningfully
beyond S&P's previous expectations.

In addition, S&P's previous rating incorporated the expectation
that MGM MIRAGE would be successful in securing bank commitments
for most, if not all, of a proposed $3 billion financing at the
CityCenter project.  However, difficult conditions in the credit
markets have thus far prevented the company from securing funding
beyond the initial $1.8 billion financing the company secured in
October 2008.  While management has made meaningful strides in
boosting liquidity recently, including placing a $750 million bond
in October 2008 and announcing an agreement to sell Treasure
Island Hotel & Casino for $775 million, the company continues to
face substantial funding requirements to complete the CityCenter
project, in addition to meaningful bond maturities in both 2009
and 2010.  That said, S&P believes that management continues to
pursue additional measures to bolster liquidity.

"In resolving the CreditWatch listing, S&P will continue to
monitor management's efforts to bolster its liquidity position to
address funding needs, and will reconsider S&P's forecast for 2009
and beyond," said Standard & Poor's credit analyst Ben Bubeck.
"If a rating downgrade is the ultimate conclusion of S&P's review,
it would likely be limited to one notch."


MICHAEL McCLELLAND: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Michael Dale McClelland
        Karen Ann McClelland
        a/k/a Mike McClelland
        a/k/a Michael McClelland
        154 Gold Leaf Trail
        Powder Springs, GA 30127

Bankruptcy Case No.: 09-61832

Chapter 11 Petition Date: January 26, 2009

Court: United States Bankruptcy Court
       Northern District of Georgia (Atlanta)

Debtor's Counsel: David Kyle Blazek, Esq.
                  The Law Offices of David K. Blazek
                  135 Via Palma Ln
                  Boca Raton, FL 33487-1591
                  Tel: (561) 716-1491
                  Fax: (678) 669-1852
                  Email: david.blazek@gmail.com

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

A list of the Debtor's largest unsecured creditors is available
for free at:

            http://bankrupt.com/misc/ganb09-61832.pdf

The petition was signed by Michael Dale McClelland and Karen Ann
McClelland.


MICHAEL VICK: Court Okays Hiring of Brokers to Sell Cars & Boats
----------------------------------------------------------------
Larry O'Dell at The Associated Press reports that the Hon. Frank
Santoro of the U.S. Bankruptcy Court for the Eastern District of
Virginia has approved the hiring of brokers to sell some of
Michael Vick's cars and boats.

According to The AP, Judge Santoro also approved a plan on Friday
to sell Mr. Vick's suburban Atlanta home at auction.

Judge Santoro, says The AP, asked Paul Campsen, the attorney for
Mr. Vick, about the status of his client's transfer to a halfway
house in Newport News.  The transfer could happen any day, but
federal prison officials haven't yet disclosed a date, the report
states, citing Mr. Campsen.

Michael Vick filed for Chapter 11 protection on July 7, 2008
(Bankr. E.D. Va. Case No. 08-50775). Dennis T. Lewandowski, Esq.,
and Paul K. Campsen, Esq., at Kaufman & Canoles, P.C., represent
Mr. Vick in his bankruptcy case.  Mr. Vick listed assets of
$16.1 million and debts of $20.4 million in his bankruptcy filing.


MOHEGAN TRIBAL: S&P Downgrades Issuer Credit Rating to 'B'
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Uncasville, Connecticut-based Mohegan Tribal Gaming Authority; the
issuer credit rating was lowered to 'B' from 'BB-'.  At the same
time, the ratings were placed on CreditWatch with negative
implications.

"The downgrade and CreditWatch placement stem from our concerns
about MTGA's weakening credit measures during a difficult
operating environment, its constrained liquidity position, and its
ability to remain in compliance with its financial covenants over
the next several quarters," said Standard & Poor's credit analyst
Melissa Long.

S&P expects the operating environment will remain challenging
through 2009 as consumers continue to rein in discretionary
spending in the face of an economic recession.  As a result, the
'B' rating anticipates that MTGA could experience a high-single-
digit percentage decline in net revenues and a high-teens decline
in EBITDA for its fiscal year ended Sept. 30, 2009.  Under
this scenario, leverage, as measured by total adjusted debt
(including about $110 million in Tribal debt, which is serviced
through a priority distribution from casino earnings) to EBITDA
(after relinquishment payments to its former developers), could
rise to the 9x area in fiscal 2009.  S&P's measure of leverage
differs from the bank's calculation for covenant purposes.

At the same time, S&P is concerned with MTGA's liquidity position.
As of Dec. 31, 2008, bank covenants limited borrowing availability
under the $850 million revolving credit facility to about $49
million.  Under S&P's assumptions for operating performance, S&P
anticipate that MTGA would be a borrower under its revolving
credit facility in 2009 to cover capital expenditures and
distributions to the Tribe.  Furthermore, MTGA plans to utilize
its revolving credit facility to repay $330 million of senior
subordinated notes, which mature in July 2009.  A recent amendment
to the credit facility permits the Authority to use the revolver
in this manner, and also loosened financial covenants.  Despite
this amendment, S&P estimate that MTGA has a relatively thin
cushion with respect to the recently amended covenants.  In
addition, the covenant tightens by one-quarter turn in each of the
June 2009 and September 2009 quarters, adding to S&P's concern.

In resolving the CreditWatch listing, S&P will assess management's
plans for addressing a potential near-term covenant violation, as
well as closely monitor operating trends in the Connecticut and
Pennsylvania markets.  If S&P concludes that a near-term covenant
violation is probable and if a remedy does not become apparent,
the rating could be further lowered.


MORIN BRICK: Gets Authority to Continue Borrowings from BofA
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine entered on
Jan. 29, 2009, a final order granting Morin Brick Company
authority to continue obtaining pospetitition loans from Bank of
America, in accordance with a budget for the week ending Feb. 7,
2009, through the week ending March 14, 2009.

The order does not authorize the Debtor to use cash collateral
except to the extent expressly agreed in writing by the Bank.  As
of the date of the Order, the Bank has not agreed to the Debtor's
use of any cash collateral.

As reported on Dec. 22, 2008, the Court approved on Dec. 2, 2008,
its Amended Third Final Order granting Morin Brick Company
authority to continue borrowing from Bank of America on a
postpetiton basis under its prepetition Line of Credit of
$2.6 million with BofA.  The financing contemplated in the Third
Continuing DIP Order expired on Jan. 31, 2009.

The Debtor's postpetition indebtedness shall be secured by a first
lien on the Debtor's prepetion collateral and upon all assets of
the Debtor and the Debtor's estate, whether now existing or
hereafter acquired (the "postpetition collateral"), subject to a
carve-out in favor of the court approved fees solely of the
Debtor's counsel, Spinglass Management Group, counsel to the
Coommittee and of an investment banker or broker acceptable to the
Bank, of up to $180,000.

As adequate protection for the diminution in value arising out of
the Debtor's use, sale or other disposition of any of the
prepetition collateral, including cash collateral, the Bank is
granted a replacement lien in all of the postpetition collateral.
In addition, all products and proceeds of the prepetition
collateral in which the Bank has a valid interest shall be
remitted directly to the Bank and applied by the Bank to the
prepetition debt until the prepetition debt is repaid in full and
thereafter turned over to the Bank for application to the
postpetition debt.

Bank of America is also granted a superpriority claim status
pursuant to Sec. 364(c)(1) and 507(b) of the Bankruptcy Code,
subordinate only to the statutory fees assessed under Sec. 1930 of
Title 28 of the U.S. Code.

Headquartered in Auburn, Maine, Morin Brick Company --
http://www.morinbrick.com/-- manufactures moulded and waterstruck
brick and extruded brick for customers primarily located in the
Northeastern United States and Canada.  The company filed for
Chapter 11 protection on Sept. 3, 2008 (Bankr. D. Maine Case No.
08-21022).  D. Sam Anderson, Esq., and Robert J. Keach, Esq., at
Bernstein Shur Sawyer & Nelson P.A., in Portland, Maine, represent
the Debtor as counsel.  Anthony J. Manhart, Esq., Fred W. Bopp
III, Esq., and Randy J. Creswell, Esq., at Perkins Thompson, P.A.,
represents the Official Committee of Unsecured Creditors as
counsel.  Tron Group is the Debtor's Chief Restructuring Officer.
When the Debtor filed for protection from its creditors, its
listed assets of between
$10 million and $50 million and debts of between $1 million and
$10 million.


MPC COMPUTERS: Flextronics, et al., Object to Auctioneer Pact
-------------------------------------------------------------
Flextronics Logistics USA, Inc., and Flextronics International
USA, Inc., object to the request of MPC Computers LLC and its
debtor-affiliates to enter into an auctioneer retention agreement
with Great American Group, LLC.

Flextronics explains that it owns inventory held at a third party
facility located in Millington, Tennessee pursuant to a contract
with Ingram Micro Logistics.  The Debtors also own inventory at
the same facility pursuant to a separate agreement with Ingram.
Flextronics says Ingram has refused to release its inventory
without authorization from MPC, due to concerns regarding the
bankruptcy stay and a perceived dispute over ownership of
inventory.  Flextronics says it has attempted to resolve the issue
informally in discussions with Ingram and the Debtors, but has yet
to reach a solution.

The Debtors seek to enter into an Auctioneer Retention Agreement
with Great American to allow the Debtors to begin an orderly
liquidation of their assets.  Flextronics says neither the
Debtors' request nor the agreement with Great American identify
the assets to be sold with sufficient precision to allow
Flextronics to know whether the Debtors seek to sell inventory
owned by Flextronics at the Ingram facility.

Flextronics purchased $5.6 million in computer monitors from MPC
Computers in August 2008.  The inventory is currently in the
Ingram facility.  In September and October 2008, Flextronics
purchased inventory, this time from Top Victory Investments Ltd.,
and stored the inventory at the Ingram facility.  However, Ingram
mistakenly recorded the inventory as being owned by the Debtors.

                        Gateway's Objection

Gateway Inc. lodged a limited objection to the Debtors' request.
Gateway says it objects to the sale of the Debtors' assets to the
extent the Debtors' request contemplates the sale of any MPC-Pro
property in which Gateway holds a valid perfected security
interest without that security interest attaching to the sale
proceeds.

Gateway relates that, as of December 1, 2008, it is owed at least
$15.4 million by the Debtors as a result of, among other things,
the Debtors' obligations under a Transition Services Agreement.
The TSA was signed as part of MPC-Pro LLC's acquisition of all of
the capital stock of Gateway Companies, Inc. and the membership
interests of Gateway Professional, LLC and Gateway Pro Partners,
LLC.

                         Intel's Objection

Intel Americas, Inc. and Intel Technology (US), LLC, were among
the Debtors' vendors for microprocessors, chipsets, boards and
other products.  Intel also provided the Debtors under a limited
license, with versions of products that had not yet been released,
to be used in the Debtors' design and development of their own new
products.  Intel wants the sale to include provisions specifying
that the pre-release materials are not property of the Debtors'
estates and are not subject to the sale, and should be returned to
Intel.

                           Sale Timeline

Great American, under the Agreement, has agreed to use its best
efforts to accomplish the sale within this timeline:

   Week of January 19th    Contract/Consulting Agreement
                           Finalized

   January 26              Great American arrives on-site to
                           begin sale preparations

   January 26 - March 6    Assets tagged and lotted;
                           sale catalog prepared

   March 6  March 10       Multiple site/day buyer
                           inspection period

   March 11 - March 13     2-3 day live, on-site public
                           webcast auction

   March 14 - March 30     Proceed collection/collateral removal

   March 30                Project complete/buildings returned
                           to landlords

Great American will advance all sale expenses.  It will be
reimbursed for all sale expenses up to $171,000.  It will also
receive a 10% buyer's premium fee directly from the successful
purchaser of the assets.

                      About MPC Corporation

Headquartered in Nampa, Idaho, MPC Corporation --
http://www.mpccorp.com-- sells personal computer and provides
computer software and hardware to mid-size businesses,
government agencies and education organizations.  The Debtors
acquired Gateway Professional Divison from Gateway Inc. and
Gateway Technologies Inc. in October 1, 2007.  The company and
eight of its affiliates filed for Chapter 11 protection on
Nov. 6, 2008 (Bankr. D. Del. Lead Case No. 08-12667).  Richard A.
Robinson, Esq., at Reed Smith LLP, represents the Debtors in their
restructuring efforts.  The Debtor selected Focus Management Group
USA, LLC, as its financial advisors.

The United States Trustee appointed seven members to the Official
Committee of Unsecured Creditors on November 25, 2008.

As of June 30, 2008, the Debtors have $258.3 million in total
assets and $277.8 million in total debts.


MPC COMPUTERS: Panel Gets Okay to Tap Hahn & Hessen as Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of MPC Computers, LLC, and its affiliates may
retain Hahn & Hessen LLP, as its lead bankruptcy counsel, Judge
Peter J. Walsh of the U.S. Bankruptcy Court for the District of
Delaware has ruled.

As lead bankruptcy counsel, Hahn & Hessen will:

   -- assist the panel in its investigation of the Debtors'
      conduct, operations and financial condition;

   -- advise the panel with respect to any proposed sale of the
      Debtors' assets or business operations;

   -- advise the panel with respect to any bankruptcy plan or the
      prosecution of claims against third parties, if any;

   -- assist the panel in seeking appointment of a trustee or
      examiner in the bankruptcy cases pursuant to Sec. 1104 of
      the Bankruptcy Code, if necessary.

Mark T. Power, Esq., a member of Hahn & Hessen, attests that his
firm has and represents no interest adverse to the Committee or
the Debtors' estates.

Hahn & Hessen will be paid on an hourly basis at these rates:

     Partners                               $640 - 795
     Special counsel/Of counsel             $475 - 675
     Associates                             $270 - 550
     Paralegals                             $215 - 245

                      About MPC Corporation

Headquartered in Nampa, Idaho, MPC Corporation --
http://www.mpccorp.com-- sells personal computer and provides
computer software and hardware to mid-size businesses,
government agencies and education organizations.  The Debtors
acquired Gateway Professional Divison from Gateway Inc. and
Gateway Technologies Inc. in October 1, 2007.  The company and
eight of its affiliates filed for Chapter 11 protection on
Nov. 6, 2008 (Bankr. D. Del. Lead Case No. 08-12667).  Richard A.
Robinson, Esq., at Reed Smith LLP, represents the Debtors in their
restructuring efforts.  The Debtor selected Focus Management Group
USA, LLC, as its financial advisors.

The United States Trustee appointed seven members to the Official
Committee of Unsecured Creditors on November 25, 2008.

As of June 30, 2008, the Debtors have $258.3 million in total
assets and $277.8 million in total debts.


MPC COMPUTERS: Hearing on Drinker Biddle Retention on Feb. 20
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on February 20, 2009, to consider an application
by the Official Committee of Unsecured Creditors appointed in the
Chapter 11 cases of MPC Computers, LLC and its affiliates, to
retain Drinker Biddle & Reath LLP, as the panel's Delaware
bankruptcy counsel, nunc pro tunc to November 25, 2008.

The Committee needs Drinker Biddle to, among others, advise the
panel with regard to the administration of the Debtors' cases,
including a sale of the Debtors' businesses as a going concern; to
assist the panel in analyzing creditor claims and negotiating with
creditors; to assist the panel in its investigation of the
Debtors' conduct, operations and financial condition; assist the
panel in talks with the Debtors or any third party concerning
matters related to the terms of a bankruptcy plan or orderly
liquidation of the estates.

Drinker Biddle's Doughlas J. McGill attests that the firm does not
have any connection with the Debtors, their creditors or other
interested parties, and does not represent or hold any interest
adverse to the interest of the estate.

Drinker Biddle's hourly rates are:

     Partners                               $415 - 600
     Counsel/Associates                     $225 - 495
     Paraprofessionals                       $85 - 230

                      About MPC Corporation

Headquartered in Nampa, Idaho, MPC Corporation --
http://www.mpccorp.com-- sells personal computer and provides
computer software and hardware to mid-size businesses,
government agencies and education organizations.  The Debtors
acquired Gateway Professional Divison from Gateway Inc. and
Gateway Technologies Inc. in October 1, 2007.  The company and
eight of its affiliates filed for Chapter 11 protection on
Nov. 6, 2008 (Bankr. D. Del. Lead Case No. 08-12667).  Richard A.
Robinson, Esq., at Reed Smith LLP, represents the Debtors in their
restructuring efforts.  The Debtor selected Focus Management Group
USA, LLC, as its financial advisors.

The United States Trustee appointed seven members to the Official
Committee of Unsecured Creditors on November 25, 2008.

As of June 30, 2008, the Debtors have $258.3 million in total
assets and $277.8 million in total debts.


MPC COMPUTERS: Panel Gets Approval to Tap Mesirow as Advisors
-------------------------------------------------------------
Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District
of Delaware authorized the Official Committee of Unsecured
Creditors appointed in the Chapter 11 cases of MPC Computers, LLC
and its affiliates, to retain Mesirow Financial Consulting, LLC as
its financial advisors.

Mesirow will render, among others, these services to the
Committee:

   -- assist the panel in reviewing reports or filings as
      required by the Bankruptcy Court or the United States
      Trustee, including but not limited to, schedules of assets
      and liabilities, statement of financial affairs and monthly
      operating reports;

   -- review the Debtors' financial information; reports
      regarding cash collateral and any financing arrangements
      and budgets;

   -- evaluate employee retention and severance plans; assist in
      identifying and implementing cost containment
      opportunities, and asset redeployment opportunities; and

   -- assist in evaluating reorganization strategy and
      alternatives available to creditors; review the Debtors'
      financial projections and assumptions; advise and assist
      the panel in negotiations and meetings with the Debtors and
      the bank lenders.

Mesirow's Larry H. Lattig attests that his firm is a
"disinterested person" as that term is defined in Sec. 101(14) of
the Bankruptcy Code, and that the firm does not hold or represent
an interest advserse to the estates.

Mesirow will be paid on an hourly basis at these rates:

     Senior managing director,
       managing director, and director      $670 - 710
     Senior Vice-president                  $580 - 640
     Vice-president                         $470 - 540
     Senior associate                       $370 - 440
     Associates                             $220 - 320
     Paraprofessional                        $90 - 190

Mesirow, however, has agreed with the Committee to cap the firm's
rate at $500 per hour.

                      About MPC Corporation

Headquartered in Nampa, Idaho, MPC Corporation --
http://www.mpccorp.com-- sells personal computer and provides
computer software and hardware to mid-size businesses,
government agencies and education organizations.  The Debtors
acquired Gateway Professional Divison from Gateway Inc. and
Gateway Technologies Inc. in October 1, 2007.  The company and
eight of its affiliates filed for Chapter 11 protection on
Nov. 6, 2008 (Bankr. D. Del. Lead Case No. 08-12667).  Richard A.
Robinson, Esq., at Reed Smith LLP, represents the Debtors in their
restructuring efforts.  The Debtor selected Focus Management Group
USA, LLC, as its financial advisors.

The United States Trustee appointed seven members to the Official
Committee of Unsecured Creditors on November 25, 2008.

As of June 30, 2008, the Debtors have $258.3 million in total
assets and $277.8 million in total debts.


NATIONWIDE EQUITIES: Case Summary & 14 Largest Unsec. Creditors
---------------------------------------------------------------
Debtor: Nationwide Equities
        2082 Michelson Drive, Suite 100
        Irvine, CA 92612

Bankruptcy Case No.: 09-11227

Chapter 11 Petition Date: January 29, 2009

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Robert E. Atkinson, Esq.
                  r.atkinson@kupperlin.com
                  Kupperlin Law
                  10120 S. Eastern Avenue, Ste. 226
                  Henderson, NV 89052
                  Tel: (702) 448-7010
                  Fax: (702) 947 6119

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Cliff Strand                   unsecured note    $100,000
2082 Michelson Dr., Ste. 100
Irvine, CA 92612

Maria Preciado                  unsecured note   $50,000
2105 Montecito Rd.
Ramona, CA 92065

El Dorado County Tax            property taxes   $40,000
Assessor
3368 Lake Tahoe Blvd Ste 103
South Lake Tahoe, CA 96150

Advanta                         credit card      $4,000

Aaron Reis                      TIC investor     unknown

Airport Towers LLC              landlord         unknown

Alan Pollack                    TIC investor     unknown

Dave and Lori Copeland          TIC investor     unknown

Douglas W. Neary                TIC investor     unknown

Encore EMS Inc.                 TIC investor     unknown

Juleeann Dull                   TIC investor     unknown

Pureland Ventures               TIC investor     unknown

Snappy Mart Inc.                TIC investor     unknown

William S. Biddle Family Trust  TIC investor     unknown

The petition was signed by Cliff Strand, president.


NES RENTALS: Soft Demand Prompts Moody's Junk Rating from 'B3'
--------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family and
probability of default rating of NES Rentals Holdings, Inc. to
Caa1 from B3.  The outlook remains stable.

The downgrade reflects three main concerns: 1) relatively weak
interest coverage and total return metrics that currently exist
should further decline with weak construction markets in 2009; 2)
concern that declining equipment values may diminish the value of
collateral supporting the company's debts; 3) concern that if soft
demand persists into 2010, a covenant breach could occur under
NES' asset-based revolving credit facility -- as used equipment
price declines reduce the facility's eligible borrowing base to
levels that activate financial ratio covenant tests.

The stable outlook reflects NES' greater exposure to the U.S. Gulf
region, a higher proportion of industrial maintenance demand,
versus non-residential building demand, than its peers realize,
and an adequate liquidity profile.  As of September 2008, the
company possessed enough collateral relative to the revolver
utilization level such that material equipment price declines
could occur before first lien credit agreement financial ratio
covenant tests would become active.  Of particular importance to
outlook stability will be the resilience of NES' eligible
borrowing base to used equipment price declines.

Additional rating changes:

  -- $280 million second lien term loan due 2013 to Caa2, LGD 5,
     77% from Caa1, LGD 5 79%

Moody's last rating action occurred June 27, 2006 when NES'
corporate family rating was downgraded to B3 from B2.

NES Rentals Holdings, Inc. is a multi-regional equipment rental
company with geographic concentration in the eastern Unites
States.  NES specializes in aerial and lift equipment.


NEWARK GROUP: Decline in Product Demand Cues S&P's Junk Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on The
Newark Group Inc., including its corporate credit rating to 'CCC+'
from 'B'.  At the same time, S&P placed the ratings on CreditWatch
with negative implications.

The downgrade and CreditWatch listing reflect the rapid decline in
demand of its products over the past few months because of weak
industrial production and consumer spending, as well as lower
selling prices -- trends S&P expects to continue in the near term.
As a result, S&P expects Newark's cash flow and credit measures to
decline significantly.  S&P believes liquidity will likely tighten
because of the decline in cash flow and potential covenant
compliance issues, which could restrict access to the company's
revolving credit facility.

In resolving the Creditwatch listing, S&P will discuss with
management its plans to address the difficult operating
environment and potential liquidity constraints in the current and
next few quarters.


NORANDA ALUMINUM: Moody's Reviews 'B2' Rating for Possible Cut
--------------------------------------------------------------
Moody's Investors Service placed the ratings of Noranda Aluminum
Holding Corporation (B2 corporate family rating) and its
subsidiary, Noranda Aluminum Acquisition Corporation under review
for possible downgrade.  Moody's also downgraded Noranda's
speculative grade liquidity rating to SGL-2 from SGL-1.

The downgrade to SGL-2 reflects the contraction in cash flow given
the drop in volumes and aluminum prices and expected continued
pressure on Noranda's performance given the weak aluminum market
fundamentals and outlook.  The downgrade also considers the
reduced availability under the company's
$250 million revolving credit facility although Moody's
acknowledges that Noranda drew down $225 million of the facility
to assure its liquidity position and had cash of $245 million at
the end of September 2008.   Moody's expects that year-end cash
balances will continue to be sizeable.  The review results from
the outage at the New Madrid, Missouri smelter, which has impacted
approximately 75% of capacity.  Management's preliminary view is
that it could take up to 12 months to restore production levels.
This in conjunction with the extremely weak conditions in the
aluminum market, particularly Noranda's downstream fabrication
operations, is likely to negatively impact performance to a
greater degree than previously anticipated.

The review will focus on the cost to restore operations and timing
when such would be achieved, as well as the level of insurance
proceeds that might be available to support the cost of restoring
capacity.  In addition, the review will consider raw material
sourcing contracts, particularly alumina from its joint venture,
given that a lower level of input will be required, the impact on
customer contracts, and on the overall business profile.  In
addition, the review will focus on cash requirements to run the
business and make the necessary investments to restore capacity at
New Madrid against the backdrop of the company's liquidity
position and potential insurance proceeds.  The SGL-2 rating could
be further pressured depending on this analysis.

Downgrades:

Issuer: Noranda Aluminum Holding Corporation

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-2 from
     SGL-1

On Review for Possible Downgrade:

Issuer: Noranda Aluminum Acquisition Corporation

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Ba2, LGD 2, 22%

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently B3, LGD 5, 71%

Issuer: Noranda Aluminum Holding Corporation

  -- Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently B2

  -- Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently B2

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently Caa1, LGD 6, 93%

Outlook Actions:

Issuer: Noranda Aluminum Acquisition Corporation

  -- Outlook, Changed To Rating Under Review From Stable

Issuer: Noranda Aluminum Holding Corporation

  -- Outlook, Changed To Rating Under Review From Stable

Moody's last rating action on Noranda Aluminum Holding Corporation
was June 4, 2007, when a B2 corporate family rating, B2
probability of default rating, SGL-1 speculative grade liquidity
rating and Caa1 senior unsecured notes rating was assigned.

Moody's last rating action on Noranda Aluminum Acquisition
Corporation was June 4, 2007, when the Ba2 senior secured rating
on its revolving credit and term loan facility and its B3 on its
senior unsecured guaranteed notes was affirmed.

Headquartered in Franklin, Tennessee, Noranda produces
approximately 255,000 metric tons of primary aluminum and 225,000
metric tonnes of fabricated products. Noranda generated revenues
of $1.3 billion for the LTM period ending September 30, 2008.


NORTEL NETWORKS: 4-Man Panel Named; Sec. 341 Meeting on Feb. 19
---------------------------------------------------------------
Roberta DeAngelis, the Acting United States Trustee for Region 3,
appointed four members to the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Nortel Networks Inc. and its
debtor affiliates.

The Creditors Committee members are:

  (1) The Bank of New York Mellon
      Attn: Martin Feig, V.P.
      101 Barclay Street- 8 West
      New York, NY 10286
      Phone: 212-815-5383
      Fax: 732-667-4756

  (2) Flextronics Corporation
      Attn: Terry Zale
      305 Interlocken Pkwy.
      Broomfield, CO 80021
      Phone: 720-251-5194

  (3) Airvana, Inc.
      Attn: Jeffrey D. Glidden
      19 Alpha Road
      Chelmsford, MA 01824
      Phone: 978-250-2628
      Fax: 978-250-3911

  (4) Pension Benefit Guaranty Corporation
      Attn: Jennifer Messina
      1200 K Street
      N.W., Washington DC 20005
      Phone: 202-326-4000 ex 3209
      Fax: 202-842-2643

Pursuant to Section 1103 of the Bankruptcy Code, the Creditors
Committee may:

  -- consult with the Debtors concerning the administration of
     the bankruptcy cases;

  -- investigate the acts, conduct, assets, liabilities, and
     financial condition of the Debtors, their business
     operations and the desirability of the continuance
     of the business, and any other matter relevant to the
     case or to the formulation of a plan of reorganization
     for the Debtors;

  -- participate in the formulation of a plan, advise its
     constituents regarding the Creditors Committee's
     determinations as to any plan formulated, solicit
     votes accepting or rejecting the plan, and file with the
     Court the results of the solicitation;

  -- request the appointment of a trustee or examiner; and

  -- perform other services in the interest of its
     constituents.

The Creditors Committee may retain counsel, accountants or other
agents to represent or perform services for the panel.

                 Sec. 341 Meeting on February 19

The U.S. Trustee's office in Wilmington also will convene a
meeting of Nortel creditors on February 19, 2:00 P.M., at J. Caleb
Boggs Federal Building, 2nd Floor, Room 2112, in Wilmington,
Delaware.  This is the first meeting required under Section 341(a)
of the Bankruptcy Code in the Debtors' bankruptcy cases.

Attendance by the Debtors' creditors at the meeting is welcome,
but not required.  The Sec. 341(a) meeting offers the creditors a
one-time opportunity to examine the Debtors' representative under
oath about the Debtors' financial affairs and operations that
would be of interest to the general body of creditors.

                   NYSE to Delist Nortel Stock

In a January 23, 2009 regulatory filing with the U.S. Securities
and Exchange Commission, the New York Stock Exchange Inc. relates
that it intends to remove the entire class of common stock of
Nortel Networks Corporation from listing and registration on NYSE
at the opening of business on February 2, 2009.

"The common stock is no longer suitable for continued listing and
trading on [NYSE].  [NYSE's] action is being taken in view of the
company's January 14, 2009 announcement that it, together with
certain of its subsidiaries, voluntarily filed for creditor
protection under the Companies' Creditors Arrangement Act (CCAA)
in Canada as well as in the United States," NYSE said.  NYSE has
also noted that Nortel Networks is below compliance with its
minimum share price standard.

Nortel Networks has formally waived its right to a hearing on the
delisting of the common stock.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

Bankruptcy Creditors' Service, Inc., publishes Nortel Networks
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


NORTEL NETWORKS: Seeks to Hire Morris Nichols as Delaware Counsel
-----------------------------------------------------------------
Nortel Networks Inc. and its debtor-affiliates seek permission
from the U.S. Bankruptcy Court for the District of Delaware to
employ Morris, Nichols, Arsht & Tunnell LLP, as their Delaware and
general bankruptcy counsel effective as of the Petition Date.

The Debtors selected Morris Nichols because of the firm's
specialized knowledge of bankruptcy laws and procedures in
Delaware.

As the Debtors' Delaware bankruptcy counsel, Morris Nichols is
expected to:

  (1) represent the Debtors, provide the Debtors advice, and
      prepare legal papers on behalf of the Debtors in the areas
      of debtor-in-possession, corporate law, real estate
      employee benefits, business and commercial litigation,
      tax, debt, restructuring, bankruptcy and asset
      dispositions;

  (2) protect and preserve the Debtors' estates by prosecuting
      actions on the Debtors' behalf, defending any actions
      commenced against them, conducting negotiations concerning
      litigation involving the Debtors, and filing objections to
      claims asserted against their estates;

  (3) prepare or coordinate preparation, on behalf of the
      Debtors as debtors-in-possession, of necessary motions,
      applications and other legal papers in connection with the
      administration of their Chapter 11 cases;

  (4) counsel the Debtors with regard to their rights and
      obligations as debtors-in-possession; and

  (5) provide other legal services.

In return for its services, Morris Nichols will be paid at these
hourly rates:

           Partners              $525 - $725
           Associates            $265 - $415
           Paraprofessionals     $190 - $205
           Case clerks           $125

Morris Nichols will also be reimbursed for actual and necessary
expenses it incurred and will incur in connection with its
employment.  The Firm acknowledges that it received a $300,000
retainer from the Debtors prior to the Petition Date.

Derek Abbott, Esq., a partner at Morris Nichols, assures the
Court that his firm is a "disinterested person" under Section
101(14) of the Bankruptcy Code.  Mr. Abbott declares that his
firm does not have interests adverse to the Debtors' estate or
their creditors.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

Bankruptcy Creditors' Service, Inc., publishes Nortel Networks
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


NORTEL NETWORKS: Court Okays Hiring of Epiq as Notice Agent
-----------------------------------------------------------
Nortel Networks Inc. and its debtor-affiliates obtained permission
from the Hon. Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware to employ Epiq Bankruptcy Solutions, LLC, as
their claims, noticing and balloting agent.

The Debtors anticipate that a large number of creditors and other
parties-in-interest in their bankruptcy cases may impose
administrative and other burdens upon the Bankruptcy Court and the
Clerk's Office.  The Debtors believe Epiq's hiring will relieve
the Court and the Clerk's Office of those burdens.

As claims, noticing and balloting agent to the Debtors, Epiq
will:

(a) prepare and serve required notices in the Debtors' Chapter
     11 cases, including:

     -- the notice under Section 341(a) of the Bankruptcy Code;

     -- the notice of bar date for filing claims against the
        Debtors;

     -- notice of hearings on a disclosure statement and
        confirmation of a plan of reorganization; and

     -- other miscellaneous notices to any entities, as the
        Debtors or the Court may deem necessary for an orderly
        administration of these bankruptcy cases.

  (b) within five business days after the mailing of a
      particular notice, file with the Clerk's Office a
      declaration of service that includes a copy of the notice
      involved, an alphabetical list of persons to whom the
      notice was served and the date and manner of service;

  (c) comply with applicable federal, state, municipal and local
      statutes, ordinances, rules, regulations, orders and other
      requirements;

  (d) promptly comply with further conditions and requirements
      as the Clerk's Office or Court may at anytime prescribe;

  (e) provide claims recordation services and maintain the
      official claims register;

  (f) provide balloting and solicitation services, including
      preparing ballots, producing personalized ballots and
      tabulating creditor ballots on a daily basis;

  (g) provide other noticing, disbursing and related
      administrative services as may be required from time to
      time by the Debtors; and

  (h) provide assistance with certain data processing and
      ministerial administrative functions, including the
      Debtors' Schedules of Assets and Liabilities and
      Statements of Financial Affairs and master creditor list,
      and the processing and reconciliation of claims.

The Debtors propose to pay Epiq its fees and expenses upon
submission of monthly invoices that will summarize the services
for which compensation is sought.

The Debtors seek that the fees and expenses of which Epiq
incurred or will incur be treated as an administrative expense
and will be paid without the need for Epiq to file any fee
applications or otherwise seek Court approval.

Daniel C. McElhinney, executive director of Epiq, assures the
Court that his firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code and holds no
interest adverse to the Debtors and their estates for matters on
which it is to be employed.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

Bankruptcy Creditors' Service, Inc., publishes Nortel Networks
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


NORTEL NETWORKS: Objections to Chapter 15 Petition Due Feb. 13
--------------------------------------------------------------
Ernst & Young Inc., as monitor and authorized foreign
representative of Nortel Networks Corporation and certain of its
affiliates in proceedings under the Companies' Creditors
Arrangement Act pending in the Ontario Superior Court of Justice
(Commercial List), filed petitions under Chapter 15 of the U.S.
Bankruptcy Court in the U.S. Bankruptcy Court for the District of
Delaware seeking:

  (i) recognition of the Canadian CCAA proceedings as foreign
      proceedings; and

(ii) enforcement of the Ontario Court's Initial Order dated
      January 14, 2009 in the United States.

Parties-in-interest may file and serve any objection to the
Chapter 15 Petitions no later than February 13, 2009, at
4:00 p.m. (EST), with:

  (1) Office of the Clerk of the Court
      824 North Market Street, Third Floor
      Wilmington, Delaware 19801

  (2) Allen & Overy LLP
      1221 Avenue of the Americas
      New York, NY 10020
      Attn: Ken Coleman

  (3) Buchanan Ingersoll & Rooney
      1000 West Street, Suite 1410
      Wilmington, Delaware 19801

The U.S. Bankruptcy Court will convene a hearing on the Chapter
15 Petitions on February 20, 12:00 p.m. (EST), at 824 North
Market Street, Fifth Floor, in Wilmington, Delaware.

Mary F. Caloway, Esq., at Buchanan Ingersoll & Rooney, in
Wilmington, Delaware, asserts that the Canadian Proceedings are
entitled to recognition as foreign main proceedings under Chapter
15 of the Bankruptcy Code for these reasons:

  (1) The Canadian Proceedings are foreign proceedings within
      the meaning of Section 101(23) of the Bankruptcy Code, and
      are foreign main proceedings within the meaning of Section
      1502(4) of the Bankruptcy Code, because the Canadian
      Proceedings are pending in the location of each member of
      the Canadian Nortel Group's center of main interest.

  (2) The Monitor is a person within the meaning of Section
      101(41).

  (3) The Monitor is a foreign representative within the meaning
      of Section 101(24).

  (4) The Chapter 15 Petitions were filed in accordance with
      Section 1504 with respect to each member of the Canadian
      Nortel Group.

  (5) The Chapter 15 Petitions meet the requirements of Section
      1515 of the Bankruptcy Code with respect to each member of
      the Canadian Nortel Group.

Venue is proper in the District of Delaware, Ms. Caloway avers.
The Canadian Nortel Group's principal asset in the United States
is NNL's stock in NNI, a Delaware corporation and a wholly owned
subsidiary of NNL.

Without the Bankruptcy Court's recognition of the foreign main
proceedings, the Canadian Nortel Group will be unable to complete
the restructuring of its business, Ms. Caloway says.

The Monitor obtained permission from the Canadian Court to apply
for recognition of the Applicants' insolvency proceedings as
"foreign main proceedings" in the United States under Chapter 15.

"All courts, tribunals, regulatory and administrative bodies are
respectfully requested to make such orders and to provide such
assistance to the Applicants and to the Monitor, as an officer of
this Court, as may be necessary or desirable to give effect to
this order, to grant representative status to the Monitor in any
foreign proceeding or to assist the Applicants and the Monitor
and their respective agents in carrying out the terms of this
order," the Canadian Court noted in its January 14, 2009 Initial
Order.

The Canadian Court has also issued an order recognizing the
proceedings commenced by the U.S.-based Nortel companies under
Chapter 11 of the Bankruptcy Code as "foreign proceedings."
Honorable Justice Morawetz recognized the automatic stay in effect
on the Nortel companies in the U.S. proceedings pursuant
to Section 362 of the Bankruptcy Code.  "Such stay of proceedings
shall be in full force and effect in Canada as if such stay of
proceedings had been ordered by this Court," Honorable Justice
Morawetz held.

Meanwhile, the Nortel Companies sought and obtained approval from
both the Canadian and the U.S. Bankruptcy Courts to implement a
set of protocol to govern and facilitate the administration of
cross border matters among the U.S. Debtors and the Canadian
Debtors.

Nortel Vice-President John Doolittle asserts that the protocol
will, among other things, promote orderly and efficient
administration of the Applicants' cases filed before the Canadian
Court as well as those of their U.S.-based affiliates before the
U.S. Bankruptcy Court.  "The cross-border insolvency protocol
establishes a protocol for communication and cooperation between
the Canadian and U.S. Courts while confirming their independence.
The protocol establishes procedures for filing the materials,
joint hearings and the retention and compensation of
professionals in Canada and the U.S.," Mr. Doolittle says.

The protocol allows the Canadian Court and the U.S. Bankruptcy
Court to:

(1) communicate with one another with respect to any
     procedural matter relating to the Applicants' CCAA
     Insolvency Proceedings;

(2) coordinate activities in the Insolvency Proceedings so that
     the subject matter of any particular action, lawsuit,
     request, application, contested matter or other proceeding
     is determined in a single court; and

(3) conduct hearings with respect to any cross-border matter
     or the interpretation and implementation of the protocol
     where both consider that a joint hearing is necessary or
     advisable.

A full-text copy of the Nortel Cross-Border Insolvency Protocol
is available without charge at:

    http://bankrupt.com/misc/NortelCross-BorderProtocol.pdf

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers next-
generation technologies, for both service provider and enterprise
networks, support multimedia and business-critical applications.
Nortel's technologies are designed to help eliminate today's
barriers to efficiency, speed and performance by simplifying
networks and connecting people to the information they need, when
they need it.  Nortel does business in more than 150 countries
around the world.  Nortel Networks Limited is the principal direct
operating subsidiary of Nortel Networks Corporation.

Nortel Networks Corp., Nortel Networks Inc. and other affiliated
corporations in Canada sought insolvency protection under the
Companies' Creditors Arrangement Act in the Ontario Superior Court
of Justice (Commercial List).  Ernst & Young has been appointed to
serve as monitor and foreign representative of the Canadian Nortel
Group.  The Monitor also sought recognition of the CCAA
Proceedings in the Bankruptcy Court under Chapter 15 of the
Bankruptcy Code.

Nortel Networks Inc. and 14 affiliates filed separate Chapter 11
petitions on January 14, 2009 (Bankr. D. Del. Case No. 09-10138).
Judge Kevin Gross presides over the case.  James L. Bromley, Esq.,
at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as
general bankruptcy counsel; Derek C. Abbott, Esq., at Morris
Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware
counsel.  The Chapter 11 Debtors' other professionals are Lazard
Freres & Co. LLC as financial advisors; and Epiq Bankruptcy
Solutions LLC as claims and notice agent.

The Chapter 15 case is Bankr. D. Del. Case No. 09-10164.  Mary
Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll
& Rooney PC, in Wilmington, Delaware, serves as Chapter 15
petitioner's counsel.

Certain of Nortel's European subsidiaries have also made
consequential filings for creditor protection.  The Nortel
Companies related in a press release that Nortel Networks UK
Limited and certain subsidiaries of the Nortel group incorporated
in the EMEA region have each obtained an administration order
from the English High Court of Justice under the Insolvency Act
1986.  The applications were made by the EMEA Subsidiaries under
the provisions of the European Union's Council Regulation (EC)
No. 1346/2000 on Insolvency Proceedings and on the basis that
each EMEA Subsidiary's centre of main interests is in England.
Under the terms of the orders, representatives of Ernst & Young
LLP have been appointed as administrators of each of the EMEA
Companies and will continue to manage the EMEA Companies and
operate their businesses under the jurisdiction of the English
Court and in accordance with the applicable provisions of the
Insolvency Act.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of September 30, 2008, Nortel Networks Corp. reported
consolidated assets of $11.6 billion and consolidated liabilities
of $11.8 billion.  The Nortel Companies' U.S. businesses are
primarily conducted through Nortel Networks Inc., which is the
parent of majority of the U.S. Nortel Companies.  As of
September 30, 2008, NNI had assets of about $9 billion and
liabilities of $3.2 billion, which do not include NNI's guarantee
of some or all of the Nortel Companies' about $4.2 billion of
unsecured public debt.

Bankruptcy Creditors' Service, Inc., publishes Nortel Networks
Bankruptcy News.  The newsletter tracks the chapter 11 proceeding
and ancillary foreign proceedings undertaken by Nortel Networks
Corp. and its various affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


NOVASCOTIAN CRYSTAL: Files for Bankruptcy Protection
----------------------------------------------------
Bruce Erskine at TheChronicleHerald.ca reports that NovaScotian
Crystal Ltd. has filed for bankruptcy protection.

TheChronicleHerald.ca relates that NovaScotian Crystal has
$1.5 million in debts.  NovaScotian Crystal's principal owner Rod
McCulloch, according to TheChronicleHerald.ca, said that
NovaScotian Crystal owes $500,000 to suppliers and the rest to
mortgage holders, including economic development agency Nova
Scotia Business Inc., which provided NovaScotian Crystal with an
equipment mortgage.

Citing Mr. McCulloch, TheChronicleHerald.ca states that the
company was enjoying growth in the 14% range through July and
August 2008 before dropping in September 2008, as corporate sales
of the high-end, hand-blown, hand-cut glassware disappeared in the
months leading up to December 2008 due to general "economic
fears."  The report quoted Mr. McCulloch as saying, "November and
December were really bad for us."

According to TheChronicleHerald.ca, Mr. McCulloch said that, as
part of a restructuring process aimed at maintaining business at
75% of previous levels, NovaScotian Crystal laid off workers and
will close its Calgary showroom.

TheChronicleHerald.ca relates that NovaScotian Crystal has
retained bankruptcy trustees Ernst and Young to help put together
a proposal for its creditors.

TheChronicleHerald.ca quoted Mr. McCulloch as saying, "I'd like to
have our financial restructuring done by the end of March."

NovaScotian Crystal Ltd. -- http://www.novascotiancrystal.com/--
is based in Halifax, Nova Scotia, Canada.


NOVELIS INC: Moody's Downgrades Corporate Family Rating to 'B2'
---------------------------------------------------------------
Moody's Investors Service downgraded Novelis Inc's corporate
family rating and its probability of default rating to B2 from B1.
At the same time, Moody's downgraded the ratings on the senior
secured term loans at Novelis and Novelis Corporation (due 2014)
to Ba3 from Ba2.  The speculative grade liquidity rating was also
downgraded to SGL-3 from SGL-2.  The rating on its 7.25% senior
unsecured notes due 2015 was affirmed at B3. The rating outlook is
negative.

The downgrade reflects the company's weakened financial position
and coverage ratios and considers the difficult operating
environment facing the company, which Moody's expects to continue
over the next twelve to fifteen months.  As market conditions have
deteriorated, particularly in transportation, construction and
industrial, Novelis' performance reflects a downward trend in
earnings, minimal debt protection coverage ratios (LTM September
30, 2008 EBIT/Interest below 0.5x adjusted for unrealized hedging
losses or gains and Moody's standard adjustments) and increasing
leverage (LTM September 30, 3008 debt/EBITDA roughly 7x adjusted
for unrealized hedging losses or gains and Moody's standard
adjustments).  This trend was particularly magnified in the second
quarter of fiscal 2009, and is likely to have deteriorated further
in the third quarter ended December 31, 2008.

The B2 corporate family rating acknowledges the company's position
as the number 1 supplier to the can sheet market, which accounts
for roughly 50% of shipments.  While this market is likely to hold
up reasonably well and exhibits tight conditions, the rating
incorporates the company's sensitivity to volume levels,
particularly given that a majority of its sales and earnings stem
from Europe and North America, which Moody's expects to decline
further over the next several quarters.  Volumes to the balance of
markets served is likely to continue to weaken and remain at low
levels over the near-term horizon.  However, the rating considers
Novelis' ability over the next several months to improve operating
cash flow as working capital carry diminishes in line with lower
aluminum prices, management looks to align production with
anticipated reduced sales volumes and the company continues to
focus on driving costs out of the system.

The downgrade to SGL-3 reflects the company's reduced liquidity
position in 2009.  This is primarily attributable to the expected
use of balance sheet cash to fund a majority of basic cash
requirements during the first half of 2009 and the reduction of
the ABL's availability due to lower metals prices and reduced
volumes.  Outstandings have contracted as the borrowing base has
reduced but at a slower pace than the drop in availability.
However, Moody's expects that Novelis' liquidity position, while
contracting from 2008 levels, will remain adequate to support a
reduced level of demand in 2009.

The negative outlook reflects Moody's expectation that the
aluminum price and markets will remain weak and volumes in the can
sheet market will not offset the overall level of volume decline
and hence earnings contraction.  To the extent actions taken by
the company to match production to demand and reduce costs, are
successful in stemming losses, the outlook could stabilize.

Downgrades:

Issuer: Novelis Corporation

  -- Senior Secured Bank Credit Facility, Downgraded to Ba3, LGD
     2, 25% from Ba2, LGD 2, 24%

Issuer: Novelis Inc.

  -- Probability of Default Rating, Downgraded to B2 from B1

  -- Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
     SGL-2

  -- Corporate Family Rating, Downgraded to B2 from B1

  -- Senior Secured Bank Credit Facility, Downgraded to Ba3, LGD
     2, 25% from Ba2, LGD 2, 24%

Ratings Affirmed

Issuer: Novelis Inc

  -- Gtd senior notes, B3, LGD 5, 76%

Outlook Actions:

Issuer: Novelis Corporation

  -- Outlook, Changed To Negative From Stable

Issuer: Novelis Inc.

  -- Outlook, Changed To Negative From Stable

Moody's last rating action on Novelis was June 6, 2007 when the
company's corporate family rating was confirmed.

Headquartered in Atlanta, Georgia, Novelis is the world's largest
producer of aluminum rolled products.  For the twelve months ended
September 30, 2008, the company had total shipments of
approximately 3,198 kilotonnes and generated $11.6 billion in
revenues.


OCCULOGIX INC: Appoints Anthony E. Altig to Board of Directors
--------------------------------------------------------------
OccuLogix, Inc., dba TearLab Corporation appointed Anthony E.
Altig to its board of directors and will also serve as the
chairman of the audit committee of the board.

Mr. Altig is the chief financial officer at Pelican Life Sciences
a company that manufactures microbiological and
molecularbiological consumables.  He has also served as a director
of Optimer Pharmaceuticals since November 2007.  He held the
position of chief financial officer of Diversa Corporation
(subsequently Verenium Corporation), a public company focused on
enzyme technology.

Prior to joining Diversa, Mr. Altig served as the chief financial
officer of Maxim Pharmaceuticals, Inc., a public biopharmaceutical
company, and was chief financial officer of NBC Internet, Inc., an
internet portal company, which was acquired by General Electric.

Eric Donsky, CEO of TearLab said, "On behalf of the staff and
board of TearLab, I would like to welcome [Mr. Altig] to our team.
His expertise and understanding of enzyme technology combined with
his deep knowledge of the intricacies of the biopharmaceutical
industry will help bring significant intellectual capital to
TearLab's board.  We look forward to working with [Mr. Altig] and
further benefiting from his valuable experience as a public
company chief financial officer."

Additionally, Mr. Altig was the chief accounting officer at USWeb
Corporation, and has extensive experience serving biotechnology
and other technology companies from his tenure at both
PricewaterhouseCoopers and KPMG.  In addition, he serves as a
director and chair of the Audit Committee for MultiCell
Technologies, Inc., a public biopharmaceutical company.  Mr. Altig
received a B.S. degree from the University of Hawaii.

The company also disclosed that on Jan. 16, 2009, the compensation
committee of the board approved:

   i) one-time cash bonuses to be paid to certain of the
      company's executive officers;

  ii) the payment of certain personal benefits to Eric Donsky and
      the chairman of the board; and

iii) a director compensation plan.

Under the terms of the 2009 Bonus Plan, the company will pay
bonuses to certain of the company's executive officers upon the
achievement of certain milestones.  The bonus payable upon
achievement of the designated milestones shall be $100,000 for
Mr. Donsky and $50,000 for each of Robert Walder, Tracy Puckett,
Steve Zmina, Michael Berg and Benjamin Sullivan.

The compensation committee also approved the payment of certain
personal benefits on behalf of Mr. Donsky and the chairman of the
Board, including insurance coverage and certain business-related
expenses and fees, in annual amounts not to exceed $30,200 and
$20,000, respectively.  The chairman of the board will also be
reimbursed for the actual cost premiums for health, dental, life
and critical illness insurance.

The compensation committee of the board approved a compensation
plan for members of the board that includes annual grants to each
director of options to purchase 15,000 shares of the company's
common stock and annual compensation of $15,000.  The chairman of
the board will receive annual compensation of $50,000 in lieu of
the $15,000 in annual compensation paid to other directors.
Committee chairmen will receive additional annual compensation of
$5,000.  Directors will also receive $1,500, $1,000 and $500 for
attendance at each board, committee and telephonic meeting,
respectively.  A cap of $2,500 was set on payments for meeting
attendance on any one day.

                       About OccuLogix Inc.

Headquartered in Mississauga, Ontario, Canada, OccuLogix Inc.
dba TearLab Corporation (NASDAQ: TEAR and TSX: TLB) --
http://www.tearlab.com/-- is a healthcare company focused on
ophthalmic devices for the diagnosis and treatment of age-related
eye diseases.

OccuLogix, Inc.'s balance sheet at Sept. 30, 2008, showed total
assets of $13,444,798 and total liabilities of $16,591,545,
resulting in a stockholders' deficit of $3,146,747.

OccuLogix Inc. reported consolidated financial results for the
three months ended Sept. 30, 2008.

For three months ended Sept. 3, 2008, the company reported a net
loss of $2,282,952 compared with a net loss of $20,688,296 for the
same period in the previous year.

For nine months ended Sept. 30, 2008, the company posted a net
loss of $7,097,008 compared with a net loss of $28,264,384 for the
same period in the previous year.

                      Going Concern Doubt

Ernst & Young LLP, in Toronto, Canada, expressed substantial doubt
about OccuLogix Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2007, and 2006.  The auditing firm
pointed to the company's recurring operating losses and working
capital deficiency.


OCCULOGIX INC: Changes Name, Conducts Business as TearLab Corp.
---------------------------------------------------------------
OccuLogix, Inc., disclosed in a regulatory filing with the
Securities and Exchange Commission that the company will
immediately begin conducting business as TearLab Corporation and
has changed its stock ticker symbols on the NASDAQ and Toronto
Stock Exchange to TEAR and TLB.  The official name change will be
effective once stockholder approval is received.

Eric Donsky, CEO of TearLab Corporation, stated, "Implementing the
new name and ticker symbol enables us to align our corporate brand
with our vision to become the leader in tear testing and biomarker
analysis at the point-of-care."

Headquartered in Mississauga, Ontario, Canada, OccuLogix Inc.
(Nasdaq: OCCX; TSX: OC) -- http://www.occulogix.com/-- is a
healthcare company focused on ophthalmic devices for the diagnosis
and treatment of age-related eye diseases.

OccuLogix, Inc.'s balance sheet at Sept. 30, 2008, showed total
assets of $13,444,798 and total liabilities of $16,591,545,
resulting in a stockholders' deficit of $3,146,747.

OccuLogix Inc. reported consolidated financial results for the
three months ended Sept. 30, 2008.

For three months ended Sept. 3, 2008, the company reported a net
loss of $2,282,952 compared with a net loss of $20,688,296 for the
same period in the previous year.

For nine months ended Sept. 30, 2008, the company posted a net
loss of $7,097,008 compared with a net loss of $28,264,384 for the
same period in the previous year.

                      Going Concern Doubt

Ernst & Young LLP, in Toronto, Canada, expressed substantial doubt
about OccuLogix Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Dec. 31, 2007, and 2006.  The auditing firm
pointed to the company's recurring operating losses and working
capital deficiency.


PATRIOT HOMES: May Continue Using Cash Collateral Until Feb. 6
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana has
extended for the third time its final order granting Patriot
Homes, Inc., and its debtor-affiliates authority to use cash
collateral and obtain secured financing beyond the current
termination date of Jan. 9, 2009, to and including Feb. 6, 2009.

As reported in the Troubled Company Reporter on Oct. 24, 2008,
the Court gave final authority to Patriot Homes, Inc., and its
debtor-affiliates to borrow as much as $9 million from the secured
lender Wells Fargo Bank NA.

The Debtors told the Court that it has been unable to obtain
sufficient unsecured credit allowable under Sec. 503(b)(1) of the
Bankruptcy Code as an administrative expense to meet working
capital needs.

In no event shall the aggregate outstanding principal amount of
prepetition and postpetition Revolving Advances exceed a Borrowing
Base, as defined in the Credit Agreement.

Lender may make postpetition advances to the Debtors but in no
event shall these exceed any line item in the Budget by more than
10% without the Lender's prior consent, provided that these shall
not exceed the cumulative amount projected in the Budget for any
week without further order of the Court.  Debtor shall be
authorized to use Cash Collateral to the limited extent provided
by this Order which, as to Lender, shall be for the sole purpose
of applying receipts and Cash Collateral to pay Lender.

As adequate protection for the use of Cash Collateral and as
security for the postpetition finacing, Wells Fargo is granted a
superpriority administrative claim and a post-petition prior and
paramount security interest in and lien upon all of the Debtors'
(a) existing and future personal property and proceeds thereof
other than the Avoidance Claims, and (b) real property and
proceeds thereof.  This postpetition security interest shall have
priority over any and all administrative expenses other than
Trustee Fees, provided that Lender shall "carve out" from its
collateral those amounts for "Professional Fees" set forth in the
Budget.

As adequate protection for other creditors' interests in Debtors'
Cash Collateral, such other creditors are granted replacement
liens in Debtors' post-petition assets of the same class of
property, and in the same order of priority, as any lien such
other creditors may have in the prepetition assets of the Debtors.

                        Termination Date

By no later than Feb. 6, 2009, Debtors shall have either (a)
entered into a definitive written agreement for the sale of all or
substantially all of the Debtors' assets which sale shall (x) be
heard and approved by the Court no later than March 9, 2009, and
(y) close no later than March 23, 2009, or is otherwise able to
fully satisfy the obligations by that date.

Headquartered in Middlebury, Indiana, Patriot Homes, Inc.
-- http://www.patriothomes.com/-- makes modular houses.  The
Debtor and 7 of its debtor-affiliates filed separate motions for
Chapter 11 relief on Sept. 28, 2008 (Bankr. N.D. Ind. Lead Case
No. 08-33347).  Bell Boyd & Lloyd, LLP, is the Debtors' proposed
bankruptcy counsel.  Rebecca Hoyt Fisher, Esq. at Laderer &
Fischer, reresents the Official Committee of Unsecured Creditors
as counsel.

In its schedules, Patriot Homes, Inc. disclosed total assets of
$1,715,900 and total debts of $17,918,377.


PATRIOT HOMES: Seeks Permission to Sell Alabama Personal Property
-----------------------------------------------------------------
Patriot Homes, Inc., and its debtor-affiliates seek the authority
of the U.S. Bankruptcy Court for the Northern District of Indiana
to sell certain personal property of the Debtors' Alabama
facility, free and clear of all liens, claims, and encumbrances.

The Debtors tell the Court that they recently ceased operations at
this facility.  As part of the agreement to use cash collateral,
Wells Fargo Business Credit, which holds the security interest in
the personal property, has consented to the sale.

The auction of the personal property will be conducted by Fulton
Auction & Realty Co., Inc.

Headquartered in Middlebury, Indiana, Patriot Homes, Inc.
-- http://www.patriothomes.com/-- makes modular houses.  The
Debtor and 7 of its debtor-affiliates filed separate motions for
Chapter 11 relief on Sept. 28, 2008 (Bankr. N.D. Ind. Lead Case
No. 08-33347).  Bell Boyd & Lloyd, LLP, is the Debtors' bankruptcy
counsel.  Rebecca Hoyt Fisher, Esq. at Laderer & Fischer,
represents the Official Committee of Unsecured Creditors as
counsel.

In its schedules, Patriot Homes, Inc. disclosed total assets of
$1,715,900 and total debts of $17,918,377.


PATRIOT HOMES: Plan Filing Period Extended to April 24, 2009
------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
extended the initial 120 days period during which Patriot Homes,
Inc., and its debtor-affiliates have the exclusive right to file a
Chapter 11 plan from Jan. 26, 2009, to April 24, 2009, and the
180-day exclusive period to solicit and obtain acceptances of a
plan, from March 27, 2009, to June 26, 2009.

In its motion, the Debtors told the Court that they require the
additional time to continue negotiations with their senior secured
prepetition lender, Wells Fargo, and the Official Committee of
Unsecured Creditors regarding the terms of a plan, complete the
evaluation of their businesses and operations, assess certain
restructuring alternatives, and pursue a viable plan of
reorganization.

Headquartered in Middlebury, Indiana, Patriot Homes, Inc.
-- http://www.patriothomes.com/-- makes modular houses.  The
Debtor and 7 of its debtor-affiliates filed separate motions for
Chapter 11 relief on Sept. 28, 2008 (Bankr. N.D. Ind. Lead Case
No. 08-33347).  Bell Boyd & Lloyd, LLP, is the Debtors' bankruptcy
counsel.  Rebecca Hoyt Fisher, Esq. at Laderer & Fischer,
represents the Official Committee of Unsecured Creditors as
counsel.

In its schedules, Patriot Homes, Inc. disclosed total assets of
$1,715,900 and total debts of $17,918,377.


PATRIOT HOMES: Obtains Final Authority to Borrow $500,000
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Indiana
granted on Jan. 13, 2009, Patriot Homes, Inc., and its debtor-
affiliates final authority to obtain secured postpetition
financing on a super-priority administrative claims and junior
lien basis, in the amount of at least $500,000 from Alan Spencer
and Samuel Weidner.

The DIP Facility shall be secured by a perfected subordinated lien
and security interest on all of the Debtors' assets and property
and entitled to a superpriority claim status subject only to the
carve-outs agreed to by the Debtors' senior secured prepetition
lender Wells Fargo in previous and any future orders concerning
Wells Fargo's cash collateral and subordinate to any
administrative claims held by Wells Fargo.

Repayment of the funds advanced will be subordinated to
the payment of the Debtors' senior secured obligations to Wells
Fargo.

The DIP Facility will be repaid in full at the earlier of (a)
three months from the date such DIP Facility is approved by the
Court, (b) the substantial consummation of a plan of
reorganization or liquidation and (c) the acceleration of the DIP
Facility.  Interest rate shall accrue at 2% p.a.  Default interest
rate is 5% p.a.

The DIP Facility shall be subject to customary affirmative
covenants and negative covenants.

Headquartered in Middlebury, Indiana, Patriot Homes, Inc.
-- http://www.patriothomes.com/-- makes modular houses.  The
Debtor and 7 of its debtor-affiliates filed separate motions for
Chapter 11 relief on Sept. 28, 2008 (Bankr. N.D. Ind. Lead Case
No. 08-33347).  Bell Boyd & Lloyd, LLP, is the Debtors' bankruptcy
counsel.  Rebecca Hoyt Fisher, Esq. at Laderer & Fischer,
reresents the Official Committee of Unsecured Creditors as
counsel.

In its schedules, Patriot Homes, Inc. disclosed total assets of
$1,715,900 and total debts of $17,918,377.


PILGRIM'S PRIDE: Disputes Validity of Reclamation Claims
--------------------------------------------------------
Pilgrim's Pride Corporation and its affiliates tell the U.S.
Bankruptcy Court for the Northern District of Texas that all
asserted reclamation claims filed in their bankruptcy cases are
invalid because:

  (i) pursuant to Section 546(c)(1) of the Bankruptcy Code, the
      interests the Requesting Vendors have in the Goods that
      are the subject of the asserted Reclamation Claims are
      primed by the interests of the Debtors' secured lenders in
      the same Goods; and

(ii) the Requesting Vendors have not shown that the Debtors
      were insolvent at the time the Goods were delivered to the
      Debtors.

The prepetition secured lenders have prior liens in substantially
all of the Debtors' assets, Stephen A. Youngman, Esq., at Weil,
Gotshal & Manges LLP, in Dallas, Texas, points out.

Pursuant to Sections 503 and 546 of the Bankruptcy Code, various
creditors filed notices reclaiming the goods they delivered to the
Debtors within 45 days prior to the Petition Date:

                                                 Estimated
  Creditors                                        Amount
  ---------                                      ---------
  Allied Electrical & Power, Inc.                   $7,863
  Darling International, Inc.                      274,114
  Deep East Texas Electric Co-op, Inc.             182,977
  Henkel Corporation                               206,000
  Hood Packaging Corporation                       986,066
  Hubbard, LLC                                     660,971
  Packaging Specialties, Inc.                      680,705
  Packaging Specialties of Georgia, Inc.           466,134
  Pacmac, Inc.                                      71,777
  Polytec, Inc.                                    590,292
  Prince Agriproducts, Inc.                         50,680
  Sanimax Marketing, Inc.                          298,452
  Stewart Stainless Supply, Inc.                   119,045
  WESCO Distribution, Inc.                          33,737
  Cal-Mine Foods, Inc.                        undetermined
  Eastern Minerals                            undetermined
  IFCO Systems                                undetermined
  Marshall Minerals                           undetermined
  Southeastern Minerals                       undetermined
  ConAgra Foods, Inc.                            1,189,722
  Upshur County Rural Electric Coop, Corp.         332,586
  Fay-Jay Packing                                   78,218
  Phibro Animal Health Corporation                 348,818
  Chem-Aqua, Inc.                                   12,839
  Southern Graphic Systems                         147,479
  Armstrong Water Technology, Inc.                 180,865
  Camerican International Inc.                      83,319
  Aviagen, Inc.                                          -
  Omni Systems, Inc.                                     -
  F&S Produce Co., Inc.                                  -

According to Mr. Youngman, there is no current determination as to
whether the value of the specific Goods with regard to which any
one of the Requesting Vendors has submitted an Asserted
Reclamation Claim exceeds the amount of the liens granted to the
Prepetition Secured Lenders.  Because no Requesting Vendor has
shown that its Asserted Reclamation Claim is not subordinated in
full to the interests of the Debtors' prepetition secured lenders,
no Requesting Vendor has shown that it is entitled to reclaim any
Goods pursuant to Section 546(c).

The statute limits the reclamation rights of a seller of goods to
instances in which the chapter 11 debtor to whom such seller
delivered goods was insolvent at the time that the goods were
delivered.  None of the Requesting Vendors have made any showing
that the Debtors were insolvent on the date their Goods were
delivered to the Debtors, Mr. Youngman notes.

A chart of the Debtors' objection to each Reclamation Demand is
available for free at:

      http://bankrupt.com/misc/ppc_reclclaimsobjlist.pdf

In a separate filing, the Debtors ask the Court to deny the
request by Allied Electrical & Power, Inc., for allowance of its
administrative claim for the delivery of goods to the Debtors
within the 20 days preceding the Petition Date because the
request did not conform to the procedures proposed by the
Debtors.

The Debtors also ask the Court to schedule a hearing to consider
Allied's request.  Mr. Youngman asserts that any dispute over the
allowance of specific administrative claims would be litigated in
an orderly fashion at a later date, not immediately as sought by
Allied.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the company owns 34
processing plants in the United States and 3 processing plants
n Mexico.  The processing plants are supported by 42 hatcheries,
31 feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

At Sept. 27, 2008, the company's balance sheet showed total assets
of $3,298,709,000, total liabilities of $2,946,968,000 and
stockholders' equity of $351,741,000.

A nine-member committee of unsecured creditors has been appointed
in the case.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the chapter 11
proceeding of Pilgrim's Pride Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


PILGRIM'S PRIDE: Wants Automatic Stay Extended to Third Parties
---------------------------------------------------------------
Pilgrim's Pride Corp. and its affiliates ask the U.S. Bankruptcy
Court for the Northern District of Texas to extend the automatic
stay to certain third party defendants with respect to certain
litigations.

Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in
Dallas, Texas, says these third party defendants either have a
contractual indemnification obligation for the amount of any
judgment as well as any associated defense costs, or the Third
Party Defendants are potentially covered by the Debtors'
insurance policies.  The insurance policies at issue have
deductibles or self-insured retentions of up to $5 million per
claim, which would have to be paid by the Debtors.

Mr. Youngman adds that many of the actions may involve key
directors and officers, who are critical to the reorganization
process.

A list of the Actions involving indemnified third parties is
available for free at:

    http://bankrupt.com/misc/ppc_thirdparty_actions.pdf

Mr. Youngman asserts that if the  stay is not extended the Third
Party Defendants, the Debtors and their estates will be
irreparably damaged, and the purposes of the Bankruptcy Code will
be frustrated because, among other things:

  (a) judgments against the Third Party Defendants in the
      Actions could affect property of the estates because the
      Debtors have obligations to pay the costs to defend and to
      indemnify certain Third Party Defendants with respect to
      any liability they may incur in connection with the
      Actions;

  b. the continued prosecution of certain Actions may also
     implicate property of the Debtors' estates because
     judgments against certain Third Party Defendants are
     covered by the Debtors' insurance policies, pursuant to
     which the Debtors have significant deductible
     obligations;

  c. the continued prosecution of the claims against certain
     Third Party Defendants in the Actions will require the
     Debtors and their directors, officers and employees to
     expend substantial time and resources in participating in
     the litigation, notwithstanding the fact that the Actions
     may be stayed as against the Debtors, to the detriment of
     the Debtors? reorganization efforts under Chapter 11; and

  d. the Debtors could be subject to substantial collateral
     estoppel risks, which will effectively compel the Debtors
     to actively participate in the Actions, with substantial
     costs to the Debtors and distraction of its current
     management.

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the company owns 34
processing plants in the United States and 3 processing plants
n Mexico.  The processing plants are supported by 42 hatcheries,
31 feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

At Sept. 27, 2008, the company's balance sheet showed total assets
of $3,298,709,000, total liabilities of $2,946,968,000 and
stockholders' equity of $351,741,000.

A nine-member committee of unsecured creditors has been appointed
in the case.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the chapter 11
proceeding of Pilgrim's Pride Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


PILGRIM'S PRIDE: Resolves Payment Obligation with Harris N.A.
-------------------------------------------------------------
Prior to the Petition Date, the Camp County Industrial
Development Corporation issue $25 million in environmental
facilities revenue bonds pursuant to a Trust Indenture between
Camp County and Harris Trust and Savings Bank, as original
indenture trustee, and The Bank of New York Mellon Trust Company
N.A., as the successor indenture trustee.

The proceeds of the bonds were loaned to Pilgrim's Pride
Corporation pursuant to a loan agreement, dated June 15, 1999, to
pay for the costs of acquiring, constructing and improving sewage
and solid waste disposal facilities serving the Debtors' poultry
by-products processing plant located in Camp County, Texas.

On December 16, 2008, the Successor Indenture Trustee drew
$25,015,095 under the L/C to repurchase the Bonds from the
Bondholder, as required by the Indenture following tender of the
Bonds on December 9, 2008.

Harris, N.A., alleged that the commencement of the Debtors'
Chapter 11 cases constitutes an event of default under the Loan
Agreements.

The Debtor has elected not to construct the Project.  As a
result, in accordance with the Indenture, the Successor Indenture
Trustee is currently holding the original proceeds of the Bonds
offering plus accretions in an amount equal to $27,377,927, which
would be in excess of the amount sufficient to repay the
obligations due to Harris.

In a stipulation, the Debtors and Harris agreed to resolve
payment of PPC's obligations under the Reimbursement Agreement.
The Debtors believe that from an arbitrage perspective, it is in
the best interest of their estates to satisfy immediately the
obligation of PPC to Harris arising from the draw on the Letter
of Credit.

The parties agree that the delivery of the stipulation to CCIDC
will constitute and be deemed a notice of event of default and
acceleration by Harris.  The Debtors and Harris will jointly
request the Successor Indenture Trustee to satisfy the amounts
due from PPC to Harris.

A full-text copy of the stipulation is available for free
At: http://bankrupt.com/misc/ppc_harris_stip.pdf

Headquartered in Pittsburgh, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the U.S.,
Mexico and in Puerto Rico.  In addition, the company owns 34
processing plants in the United States and 3 processing plants
n Mexico.  The processing plants are supported by 42 hatcheries,
31 feed mills and 12 rendering plants in the United States and 7
hatcheries, 4 feed mills and 2 rendering plants in Mexico.
Moreover, the company owns 12 prepared food production facilities
in the United States.  The company employs about 40,000 people and
has major operations in Texas, Alabama, Arkansas, Georgia,
Kentucky, Louisiana, North Carolina, Pennsylvania, Tennessee,
Virginia, West Virginia, Mexico, and Puerto Rico, with other
facilities in Arizona, Florida, Iowa, Mississippi and Utah.

Pilgrim's Pride Corp. and six other affiliates filed Chapter 11
petitions on December 1, 2008 (Bankr. N.D. Tex. Lead Case No.
08-45664).  The Debtors' operations in Mexico and certain
operations in the United States were not included in the filing
and continue to operate as usual outside of the Chapter 11
process.

Pilgrim's Pride has engaged Stephen A. Youngman, Esq., Martin A.
Sosland, Esq., and Gary T. Holzer, Esq., at Weil, Gotshal & Manges
LLP, as bankruptcy counsel.  The Debtors have also tapped Baker &
McKenzie LLP as special counsel.  Lazard Freres & Co., LLC is the
company's investment bankers and William K. Snyder of CRG Partners
Group LLC as chief restructuring officer.  The company's claims
and noticing agent is Kurtzman Carson Consulting LLC.

At Sept. 27, 2008, the company's balance sheet showed total assets
of $3,298,709,000, total liabilities of $2,946,968,000 and
stockholders' equity of $351,741,000.

A nine-member committee of unsecured creditors has been appointed
in the case.

Bankruptcy Creditors' Service, Inc., publishes Pilgrim's Pride
Bankruptcy News.  The newsletter tracks the chapter 11
proceeding of Pilgrim's Pride Corp. and its various affiliates.
(http://bankrupt.com/newsstand/or 215/945-7000)


PPG INDUSTRIES: 3 Cos. to Contribute $400MM to PPG Trust
--------------------------------------------------------
Zack Phillips at Business Insurance News reports that Travelers
Property Casualty Corp., The Hartford Financial Services Group
Inc., and Chubb Corp. have said that they would contribute a total
of about $400 million to a trust funded by PPG Industries Inc. and
its insurers, which would be used to pay out hundreds of millions
of dollars in asbestos claims against the company's affiliate,
Pittsburgh Corning Corp.

As reported by the Troubled Company Reporter on Feb. 2, 2009, PPG
Industries said that an amended plan of reorganization has been
filed in the United States Bankruptcy Court for Pittsburgh Corning
Corporation.

PPG said in a statement that the firms' insurers would give the
trust $1.6 billion in cash payments ending in 2027.

According to Business Insurance, the Plan is yet to be approved by
the court.  It would use the trust to resolve all future personal
injury claims against PPG for asbestos exposure from products
manufactured, distributed or sold by Pittsburgh Corning, Business
Insurance relates.  The report says that the court had refused a
previous reorganization plan in December 2006.

PPG said in a statement that it would give the trust:

     -- about $825 million in cash payments over a 15-year
        period,

     -- about 1.4 million shares of PPG stock or the cash
        equivalent, and

     -- all its shares in Pittsburgh Corning and Pittsburgh
        Corning Europe.

PPG's senior vice president, general counsel and secretary James
C. Diggs said in a statement, "While we continue to believe PPG is
not responsible for injuries caused by Pittsburgh Corning
products, this amended plan would permanently resolve PPG's
asbestos liabilities associated with Pittsburgh Corning."

Founded in 1883, PPG is a global supplier of coatings, glass,
fiberglass, and chemicals. The company has manufacturing
facilities and equity affiliates in more than 60 countries. PPG is
the world's largest producer of transportation coatings and a
leading maker of industrial and packaging coatings, architectural
coatings, aircraft transparencies, flat and fabricated glass,
continuous-strand fiberglass, and chlor-alkali and specialty
chemicals.

Pittsburgh Corning filed for Chapter 11 bankruptcy protection in
2000 under the weight of increasing asbestos liabilities.


PRIDE INT'L: Fitch Upgrades Issuer Default Rating to 'BB+'
----------------------------------------------------------
Fitch Ratings has upgraded Pride International Inc.'s Issuer
Default Rating and debt ratings:

  -- IDR to 'BB+' from 'BB';
  -- Senior unsecured notes to 'BB+' from 'BB'.

Fitch has also rated Pride's new senior unsecured credit facility
at 'BB+'.

The Rating Outlook is Stable.

The upgrade of Pride's ratings reflects the significant
improvement the company has made in reducing debt and capitalizing
on the strong offshore drilling environment to sell non-core
assets and secure a contract backlog providing significant cash
flow protections for the company in 2009 and beyond.  Management
has made considerable progress toward the goal of refocusing
Pride's asset base on the deepwater market segment and is close to
completing this transition.

Pride's credit metrics reflect these improvements as well as the
strong market conditions for offshore drilling rigs.  For the last
12 months ending Sept. 30, 2008, Pride generated $868.4 million of
EBITDA, and free cash flow (cash from operations less capital
expenditures) was negative $317 million as the company continues
to spend heavily on capital expenditures associated with its four
newbuild ultra-deepwater drillships.  Credit metrics were robust
with interest coverage of 12.5 times (x) and debt-to-EBITDA
dropping to 0.8x.  Pride has also been successful in securing a
$9 billion revenue backlog (as of October 2008), primarily
associated with the company's floating rigs and international
jackup fleet.

The Rating Outlook is currently Stable despite the strong credit
profile and cash flow protections from Pride's contract backlog.
The significant pullback in commodity prices combined with the
large number of uncontracted newbuild deliveries in 2009 and 2010
is expected to result in weaker market conditions for offshore
drilling rigs.  Additional concerns relate to the cost pressures
that remain in the industry despite weakening market conditions.

While Pride's contract backlog provides considerable cash flow
visibility for the company, capital expenditures are expected to
remain high as the company continues to fund progress payments
associated with its four newbuild drillships.  Considerably weaker
market conditions could result in the need for additional debt
financing to fund construction expenses associated with Pride's
newbuilds.  Finally, as Pride continues to shift its focus to the
deepwater market segment, additional newbuilds and/or acquisitions
could result in the need for further debt financing if Pride
chooses to pursue these options prior to the existing newbuild
rigs leaving the shipyard and going to work.  While Fitch believes
Pride has the flexibility to increase leverage from current levels
and remain at the existing rating levels, the potential for higher
debt levels combined with the potential for weaker market
conditions have limited further upward ratings momentum.

Pride is one of the world's largest drilling contractors and
operates a diverse fleet of primarily offshore rigs.  The fleet
includes two ultra-deepwater drillships, four newbuild ultra-
deepwater drillships currently under construction, 12
semisubmersible rigs, 27 jackup rigs and three managed rigs.  The
planned divestiture of Pride's mat-supported jackup rigs would
result in the company's jackup rig count falling to 7 rigs.


PROTRUST MANAGEMENT: Charged by SEC with TARP Misrepresentation
---------------------------------------------------------------
The Securities and Exchange Commission on January 28 took
emergency action to charge Nashville, Tenn.-based investment
advisor Gordon B. Grigg and his firm ProTrust Management, Inc.
with securities fraud, and obtained a court order freezing their
assets.  The SEC alleges that Grigg and ProTrust defrauded clients
out of at least $6.5 million and misrepresented that their money
was invested in the federal government's Troubled Asset Relief
Program (TARP) and other securities that, in reality, do not
exist.

According to the SEC's complaint, Grigg is a self-purported
financial planner and investment advisor, but neither he nor his
firm is registered with the SEC or a state regulator. The SEC
alleges that Grigg obtained control over funds of at least 27
clients since 2007 and falsely claimed to have invested their
money in securities described as "Private Placements." Grigg
created fraudulent account statements reflecting his clients'
ownership of these non-existent securities. The SEC further
alleges that Grigg began falsely claiming in December that
ProTrust had the ability to invest client funds in government-
guaranteed commercial paper and bank debt as part of the TARP
program. Grigg also falsely claimed to have partnerships and other
business relationships with several of the nation's top investment
firms.

"As alleged in our complaint, Grigg and ProTrust preyed upon
investors' desire for safety by claiming associations with
reputable investment firms and the government's TARP program,"
said Katherine Addleman, Regional Director of the SEC's Atlanta
Regional Office. "Investors should carefully check any purported
affiliations. In this case, not only were such claims false, but
there is in fact no program in which investors can buy debt
guaranteed by the TARP program."

According to the SEC's complaint, filed in the U.S. District Court
for the Middle District of Tennessee, Nashville Division, the
defendants have violated the antifraud provisions of the federal
securities laws, Section 17(a) of the Securities Act of 1933,
Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-
5 thereunder, and Sections 206(1) and 206(2) of the Investment
Advisers Act of 1940. As relief, the SEC's complaint seeks (i) a
temporary restraining order, preliminary and permanent
injunctions; (ii) an asset freeze; (iii) an accounting of all
funds raised; (iv) an order expediting discovery and preventing
the destruction of documents; (v) disgorgement of ill-gotten gains
plus prejudgment interest thereon; and (vi) the imposition of
financial penalties.

After the SEC's complaint was filed, Grigg and ProTrust consented
to the emergency relief sought by the SEC, and the Honorable Judge
William J. Haynes, Jr., U.S. District Judge for the Middle
District of Tennessee, Nashville Division, issued a temporary
restraining order to prevent the defendants from further
violations and freezing their assets.

The Commission acknowledges the assistance of the Special
Inspector General of the TARP program and looks forward to
continued coordination in this and other matters.


QUANTUM CORP: Liquidity Concerns Cue Moody's Rating Cut to 'Caa1'
-----------------------------------------------------------------
Moody's Investors Service downgraded Quantum's corporate family
rating to Caa1 from B3, its probability of default rating to Caa2
from B3, and its subordinated convertible note ratings to Caa3
from Caa2.  In addition, Moody's kept the ratings under review for
further possible downgrade.

The downgrades are based on Moody's growing concerns about the
company's ability to retain sufficient liquidity in light of the
potential accelerated maturity of the remaining $250 million
senior secured term loan in February 2010.  While the term loan
matures on July 12, 2014, it is subject to accelerated maturity if
the company does not repay, refinance, or convert into equity
(deemed unlikely given the conversion price of $4.35 per share)
$135 million of its existing $160 million of convertible
subordinated notes prior to February 1, 2010.  Although the
company has generated free cash flow and EBITDA (based on covenant
calculations) of $73 million and $106 million, respectively,
during 2008 and has improved its gross margin rate due to the
shift in sales mix, traction from its new DXi7500 products and EMC
partnership, and cost reduction initiatives, the approaching
maturity date has increased the likelihood that the company may
have to restructure its convertible subordinated debt in order to
avoid the accelerated maturity of the senior secured term loan.
Of note, the company held a cash balance of $51 million as of
December 31, 2008.

The review will continue to focus on the company's prospective
ability to satisfy this potentially accelerated debt maturity and
prospects for improving its cash position by increasing free cash
flow in the midst of the current economic downturn, and/or
potentially selling certain assets, business lines or the company
as a whole, if necessary.  The ongoing review will also continue
to assess the company's ability to access the capital markets,
implement additional restructuring programs, manage working
capital needs, and maintain compliance with financial maintenance
covenants under the bank credit facility, which notably tighten
beginning March 30, 2009.

To the extent that the company can successfully resolve its
liquidity situation by accessing the capital markets (e.g., amend
the acceleration clause in the senior secured term loan, obtain
additional sources of capital, or refinance the convertible
subordinated notes maturing in August 2010) and generating
positive free cash flow for the upcoming year, Moody's would
consider more of a positive rating bias.

Ratings downgraded / assessments revised:

  -- Corporate Family Rating to Caa1 from B3;

  -- Probability-of-default rating to Caa2 from B3;

  -- $160 million subordinated convertible notes due 2010
     downgraded to Caa3 (LGD 5, 75%) from Caa2 (LGD 6, 91%)

Other Ratings / assessments revised:

  -- $50 million senior secured revolver expiring 2012 -
     unchanged at B1 (LGD 2, 17% from LGD 3, 32%);

  -- $400 million senior secured first lien facility due 2014 --
     unchanged at B1 (LGD 2, 17% from LGD 3, 32%);

The last rating action for Quantum Corporation was on
December 12, 2008, when Moody's placed the company's ratings
(including its B3 CFR and PDR) on review for possible downgrade.

With about $870 million in revenues for the twelve months ended
December 31, 2008, Quantum Corporation, headquartered in San Jose,
California, is a leading global data storage company offering a
broad portfolio of disk-based deduplication/replication, tape and
software products for backup, recovery and archive.


REGAL ENTERTAINMENT: Fitch Affirms Issuer Default Rating at 'B+'
----------------------------------------------------------------
Fitch Ratings has taken these rating actions on Regal
Entertainment Group and Regal Cinemas Corporation:

RGC

  -- Issuer Default Rating affirmed at 'B+';

  -- Senior unsecured convertible notes downgraded to 'CCC/RR6'
     from 'B-/RR6'.

Regal Cinemas:

  -- IDR affirmed at 'B+';

  -- Senior secured facility affirmed at 'BB/RR2';

  -- Senior subordinated notes downgraded to 'B-/RR6' from
     'B/RR5';

The Rating Outlook is Stable.

The ratings continue to reflect RGC's size and position as the
largest domestic movie exhibitor, with 6,782 screens in 551
theaters. RGC's portfolio has higher-than average screens per
location (approximately 12) and Fitch expects the company to
continue to improve its relatively modern theater circuit in a
disciplined manner.  The ratings also reflect solid geographic
diversity, sound operating performance and relatively stable free
cash flow generation (before dividends).  The rating is also
supported by the 2009 solid film slate (including several sequels
to successful series) which may keep attendance relatively steady.

These factors are balanced by the intermediate-term risks
associated with increased competition from at-home entertainment
media, heavy reliance upon a limited number of film distribution
companies, limited control over revenue trends, collapsing film
distribution windows, increasing indirect competition from other
distribution channels (such as DVD, video on demand or the
Internet), high operating leverage (which could make theater
operators free cash flow-negative during periods of reduced
attendance), and a history of aggressive dividend payouts. Most
importantly, RGC and its peers rely on the quality, quantity and
timing of movie product, all factors out of management's control.

While attendance has historically been resistant to economic
weakness (dependent on supply of quality films), Fitch believes
high margin concessions, that represent 26% of RGC's total
revenues and carry 85% gross margins, may be vulnerable to reduced
per-guest concession spending due to cyclical factors or a re-
acceleration of commodity prices.  Assuming only a slight increase
in ticket price, Fitch estimates that a 10% decline in concession
spending per patron coupled with a 5% decline in attendance could
reduce EBITDA margins by approximately 200 basis points and EBITDA
by over 20%.  Given the dependence on concession profit, Fitch
will continue to closely monitor its resilience in the face of
very weak economic conditions.

On Jan. 21, 2008, RGC announced amendments to their bank credit
agreement, including an amendment that postponed a 0.25 times (x)
step downs in both RGC's leverage (3.75x to 3.5x) and adjusted
leverage (5.75x to 5.5x) ratios until 2011 (previously scheduled
to drop in 2009).  The leverage covenants are calculated on a net
debt basis at the Regal Cinemas level.  Fitch calculates that
there is still limited flexibility around both ratios.

In addition to the flexibility in the leverage covenants, the
amendment permits RGC to (1) conduct a Dutch Auction and
repurchase up to $300 million in term loans by Oct. 17, 2009; and
(2) when calculating the leverage and adjusted leverage ratios
(for compliance purposes only), RGC may exclude up to $200 million
in debt, that is subordinated to the bank credit agreement debt,
issued for the purpose of refinancing term loan debt.  In exchange
for this flexibility, the amendment increases the credit agreement
pricing by 200 bps across all pricing tiers and a one time
amendment fee of 50 bps (approximately $8.4 million).

As of Sept. 25, 2008, liquidity is made up of $113.1 million in
cash and $92.5 million in credit facility availability (reduced by
$2.5 million in letters of credit and $5 million exposure to
Lehman), under its $100 million credit facility which matures in
October 2011.  Total debt as of Sept. 30, 2008 was $2.0 billion
and lease adjusted leverage was 6.0x (unadjusted leverage was
4.2x). The company has no significant maturity until 2011.

RGC's recovery ratings reflect Fitch's expectation that the
enterprise value of the company, and hence, recovery rates for its
creditors, will be maximized in a restructuring scenario (going-
concern), rather than a liquidation.  The 'RR2' recovery rating
for the company's credit facilities reflects Fitch's belief that
71%-90% expected recovery is reasonable.  While Fitch does not
assign recovery ratings for the company's operating lease
obligations, it is assumed that the company rejects only 30% of
its remaining $3.6 billion in operating lease commitments due to
their significance to the operations in a going-concern scenario
and is liable for 15% of those rejected values.  The 'RR6'
recovery ratings for Regal Cinemas senior subordinated notes and
RGC's convertible notes reflect the lack of any expected recovery.

The notching difference between these instruments, Regal Cinemas
senior subordinated note 'B-' and RGC's convertible notes 'CCC',
reflect the different priority they have in the capital structure.
The convertible notes are at the holding company, subordinating
them to Regal Cinemas current debt.


RENEW ENERGY: Can Access $2.5MM West Pointe Facility on Interim
---------------------------------------------------------------
The Hon. Robert D. Martin of the United States Bankruptcy Court
for Western District of Wisconsin authorized Renew Energy LLC to
obtain, on an interim basis, $2.5 million in postpetition
financing under the loan document dated Jan. 29, 2009, with West
Pointe Bank.

Judge Martin also authorized the Debtor to use cash collateral
securing repayment of secured loan to Bankers' Bank in accordance
with budget.  The Debtor borrowed about $100 million in loan from
the bank secured by, among other things, a first lien construction
mortgage, an assignment of rents and fixture filing, and a
collateral pledge agreement -- operating account.

The Debtor noted that the $2.5 million West Pointe facility
will provide liquidity sufficient to operate only until the end
of February. "[The Debtor] believes it can locate additional
postpetiton financing before then with the assistance of Blair.
the proposed DIP loan is therefore intended as a bridge loan, with
take-out financing to be secured as quickly as possible," Thomas
J. Magill, Esq., at Quarles & Brady LLP in Chicago, Illinois,
said.  "The Debtor believe that a total of $10 million is needed
to operated through June 30, 2009, so that a rational sales
process under Section 363 can be conducted," Mr. Magill noted.

The facility will incur interest at 6% per annum, computed on a
360 day year, payable on the earlier of:

   i) March 1, 2009; or

  ii) the availability of postpetition takeout financing from
      another lender.

To secure its DIP obligation, the lender will be granted a first
and prior senior lien upon all the Debtor's assets.  In addition,
the liens granted to the lender will be deemed perfected.

U.S. Bank National Association has objected to the assertions
in the Debtor's DIP request that the subordinate fixed rate exempt
facility revenue bonds issued by the Town of Aztalan, Wisconsin in
the aggregate principal amount of $38.0 million under the
indenture of trust dated May 1, 2007, are not entitled to adequate
protection because they are "functionally unsecured."  The bonds
are secured by a mortgage and security agreement, fixture
financing statement and assignment of leases and rents.

The bank said it is still reviewing the DIP loan documents and
reserves all rights to object to any inappropriate terms of the
DIP loan at the final hearing.

Clark T. Whitmore, Esq., Maslon, Edelman, Borman & Brand LLP,
represents the U.S. Bank National.

A full-text copy of the Debtor's budget is available for free at:

                http://ResearchArchives.com/t/s?3907

A full-text copy of the Debtor's loan document is available for
free at:

                http://ResearchArchives.com/t/s?3908

Headquartered in Jefferson, Wisconsin, Renew Energy LLC Jefferson
Junction LLC -- http://www.renewenergyllc.com-- operates an
ethanol plant facility.  The company filed for Chapter 11
protection on January 30, 2009 (Bankr. W.D. Wis. Case No.
09-10491).  Christopher Combest, Esq., at Quarles & Brady LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed asset
and debts between $100 million to $500 million each.


RENEW ENERGY: Files for Bankruptcy; Secures $10MM West DIP Loan
---------------------------------------------------------------
Renew Energy LLC made a voluntary filing under Chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the
Western District of Wisconsin citing business difficulties caused
by fluctuations in prices of corn, natural gas and ethanol couple
with obligations to service the company's debt in the face of
continue lack of liquidity.

The company explains the its business difficulties arose from a
"margin squeeze" caused by increasing prices for raw corn and
decreasing retail prices for ethanol, the primary product produced
by its plant.  The decreased ethanol prices, the company lamented,
have resulted from declining prices for gasoline produced by the
global current economic downturn.  Furthermore, decreasing corn
crush -- the price spread between ethanol and corn prices -- has
caused the company's gross margins to decline to the level wherein
the company could no longer service its debt and otherwise operate
its business.

The company said it has secured $2.5 million in postpetition
financing with interest rate at 6% per annum from West Pointe
Bank, subject to Court approval.  The facility will enable the
company to operate its business until June 30, 2009.  The company
will use the time to market its operating assets to an interested
purchaser on a going-concern basis under Section 363 of the
Bankruptcy Code.

In its filing, the company owes approximately $33.88 million to
its unsecured creditors including $20.0 million to Olsen's Mill
Inc.; $3.9 million to Utica Energy; and $2.8 million to WI Dept of
Transportation.

The company has four prepetition secured debt facilities:

   -- a $100 million loan under the construction loan agreement
      dated Dec. 13, 2006, with Bankers' Bank as lender;

   -- a $13.5 million loan under the revolving credit agreement
      and related documentation dated March 17, 2008, also with
      Bankers as lender;

   -- a $38 million bonds under the loan agreement dated May 1,
      2007, with the Town of Aztalan, Wisconsin, as issuer and
      U.S. Bank NA, as indenture trustee; and

   -- two loans from the Wisconsin DOT under the freight railroad
      infrastructure improvement agreement dated Sept. 5, 2006.

The company is presently in default of the construction and
revolving loans.  According to papers filed with the Court,
the outstanding loan balance as of Dec. 31, 2008, on (i) the
construction loan is $100 million in principal and $4.6 million
in accrued interest; and (ii) revolving loan is $11.6 million
consists of $11.5 million in principal and $174,417 in interest
as of Dec. 31, 2008.

Thomas J. Magill, Esq., Christopher Combest, Esq., and John
Collen, Esq., at Quarles & Brady LLP, serve as the Debtor's local
counsel.

A full-text copy of the Debtor's postpetition financing budget is
available for free at: http://ResearchArchives.com/t/s?38fc

According to court documents, Renew Energy listed Olsen's Mill
Inc. as its largest unsecured creditor, holding a $20 million
claim.  Rick Romell at JSOnline relates that Olsen's Mill has ties
to Renew Energy.  Renew Energy's chairperson Paul Olsen is an
officer with Olsen's Mill, JSOnline states.

NBC15.com reports that a Renew Energy spokesperson said that the
company wants to come emerge from bankruptcy in the middle of the
year.

            Wisconsin Bio Industry Alliance's Comments

The Wisconsin Bio Industry Alliance's Executive Director Joshua
Morby said in a statement, "The harsh reality is that there aren't
many, if any, Wisconsin ethanol producers making money right now.
Our industry is still quite new -- the first plant in Wisconsin
was built in 2000 -- and we're going through a tough time in the
business cycle."

                        About Renew Energy

Headquartered in Jefferson, Wisconsin, Renew Energy LLC --
http://www.renewenergyllc.com-- operates a dry milling ethanol
plant facility, which produce about 110 million-gallons of ethanol
per year.  The company has about 80 employees.  In addition, the
company has five members, each of whom own 20% of the membership
interest.


RENEW ENERGY: Case Summary & 25 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Renew Energy LLC
        fka Jefferson Junction LLC
        fka Jefferson Grain Processors, LLC
        fka OPM of Jefferson LLC
        N5355 Junction Road
        Jefferson, WI 53549
        Tel: (312) 715-5000

Bankruptcy Case No.: 09-10491

Type of Business: The Debtor operates an ethanol plant facility.
                  See: http://www.renewenergyllc.com/

Chapter 11 Petition Date: January 30, 2009

Court: Western District of Wisconsin (Madison)

Judge: Robert D. Martin

Debtor's Counsel: Christopher Combest, Esq.
                  ccombest@quarles.com
                  Quarles & Brady LLP
                  500 W. Madison Street, Suite 3700
                  Chicago, IL 60661
                  Tel: (312) 715-5091
                  Fax: (312) 632-1727

Estimated Assets: $100 million to $500 million

Estimated Debts: $100 million to $500 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Olsen's Mill, Inc.             Corn              $20,021,575
Attn: Paul Olsen
N2084 State Road 49
Auroraville, WI 54923
Tel: (920) 361-4420

Utica Energy                   Trade Debt        $3,927,281
Attn: Dan Clark                Insurance Premiums
4995 State Road 91             and Claims
Oshkosh, WI 54904-9416         processing

WI Dept of Transportation      Loan              $2,810,000
Attn: John Sobotik
4802 Sheboygan Ave., Rm. 115B
PO Box 791
Madison, WI 53707
Tel: (608) 267-6734

C.R. Meyer and Sons Co.        Construction      $959,937
Attn: Pete LeCompte            Engineers
895 W. 20th Ave.
Oshkosh, WI 54903
Tel: (920) 235-3419

Integrys Energy Services, Inc. Natural Gas       $7 53,415
Attn: Tim Schmitt
124 W. Broadway, Suite 300
Madison, WI 53716
Tel: (608) 222-5183

Barr-Rosin, Inc.               Provider of Dyer  $741,611
Attn: Colin Crankshaw          for Production -
255 38th Ave.                  Equipment
St. Charles, IL 60174
Tel: (630) 584-4406

Danisco USA, Inc.              Chemicals         $654,329
Attn: Jodi Henderson
2600 Kennedy Drive
Beloit, WI 53511
Tel: (608) 365-4526

American Exchanger Services    Construction      $576,694
Inc.                           Contractors
Attn: Joe Bruno
11811 W. Whitaker Ave.
Greenfield, WI 53228
Tel: (414) 433-4839

Cereal Process Technologies    Design            $559,831
Attn: Steve Rosen              Engineering Firm
7777 Walnut Grove Rd.
PO Box 24
Memphis, TN 38120
Tel: (314) 291-8595

Milport Enterprises            Chemicals         $518,844
Attn: Jon Denman
2829 South 5th Court
Milwaukee, WI 53207
Tel: (414) 769-0167

Energy Management Corp.        Exec. Management  $509,793
Attn: Dan Clark                Salaries,
4995 State Road 91             Benefits & fees
Oshkosh, WI 54904-9416
Tel: (920) 230-3845

Delta-T                        Design            $306,942
                               Engineering

Town of Aztalan                Property Taxes    $262,670

Plains Marketing Canada, L.P.  Supplier          $231,180

WE Energies Terry Cerni        Electric/Natural  $211,021
- Legal Dep't                  Gas

Alltech, Inc.                  Chemicals         $186,700

RMT, Inc.                      Environmental     $102,798

Watertech of America, Inc.     Boiler Chemical   $85,767

Powerhouse Equipment &         Boiler Lease      $79,500
Engineering Co., Inc.

Centrisys                      Equipment         $76,358

Tyco Valve Systems             Replacement Parts $72,224

Arkema, Inc.                   Parts provider    $72,143

Great Lakes Mechanical         General           $68,175
                               Contractor

Chicago Freight Car Leasing    Car Lease         $59,791

Cargill, Inc.                  Ag Business       $49,036

The petition was signed by Jeffrey M. White, chief executive
officer.


ROBERT HOFF: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Robert N. Hoff, II
        Karen E. Hoff
d/b/a historic and distinctive homes
d/b/a Robert N. Hoff, II, Real Estate Assistant
1107 Gartland Ave.
Nashville, TN 37206

Bankruptcy Case No.: 09-00783

Chapter 11 Petition Date: January 26, 2009

Court: United States Bankruptcy Court
       Middle District of Tennessee (Nashville)

Judge: George C. Paine II

Debtor's Counsel: Steven L. Lefkovitz, Esq.
                  Law Offices Lefkovitz & Lefkovitz
                  618 church St. Ste. 410
                  Nashville, TN 37219
                  Tel: (615) 256-8300
                  Fax: (615) 250-4926
                  email: Stevelefkovitz@aol.com

Total Assets: $1,421,160

Total Debts: $1,890,016

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/tnmb09-00783.pdf

The petition was signed by Robert N. Hoff, II and Karen E. Hoff.


ROYAL CARIBBEAN: Moody's Downgrades Corp. Family Rating to 'Ba2'
----------------------------------------------------------------
Moody's Investors Service lowered Royal Caribbean Cruises, Ltd.'s
(RCL) Corporate Family Rating and Speculative Grade Liquidity
rating in response to the company's weak fourth quarter earnings
announcement, reduced guidance regarding net revenue yield trends
in 2009, and the near-term need for RCL to secure ship financing
commitments to preserve liquidity.  The outlook is negative.

Ratings lowered:

  -- Corporate Family Rating to Ba2 from Ba1

  -- Probability of Default Rating to Ba2 from Ba1

  -- Senior Unsecured Notes and Debentures to Ba2 (LGD 4, 52%)
     from Ba1 (LGD 4, 53%)

  -- Euro 1.0B Senior Unsecured Global Notes to Ba2 (LGD 4, 52%)
     from Ba1 (LGD 4, 53%)

  -- Senior unsecured shelf registration to (P) Ba2 (LGD 4, 52%)
     from (P) Ba1 (LGD 4, 53%)

  -- Preferred stock shelf registration to (P) B1 from (P) Ba2

  -- Speculate Grade Liquidity Rating to SGL 4 from SGL 2

RCL's fourth quarter earnings decline provides further evidence
that the cruise price environment is deteriorating rapidly as
consumers continue to curtail discretionary spending.  Although
the company's fiscal 2008 EBITDA dropped by only 2.3%, fourth
quarter 2008 EBITDA declined 24%. This EBITDA decline combined
with higher absolute levels at December 31, 2008, increased
debt/EBITDA (based on Moody's Standard Analytic Adjustments) to
5.1 times from 4.1 times reported at the end of fiscal 2007.
During its earnings call, RCL also announced that it expects net
revenue yields could drop between 9%-13% in 2009.  This type of
decline would have a further material negative impact on earnings
and leverage.

In addition to the weakened earnings environment, the negative
rating outlook reflects the risk that that industry supply growth
could exacerbate downward price pressure and delay upward momentum
when economic conditions improve and thereby depress earnings
beyond 2009.

RCL's SGL-4 Speculative Grade Liquidity rating considers the
combined effect of lower earnings and increasing funding needs for
its committed shipbuilding program and reflects Moody's view that
the company's cash flow, cash balance and current revolver
availability will be insufficient to cover all mandatory debt
amortization and capital spending needs over the next 12 months.
The SGL analysis does not take into account future ship financing
commitments until they are fully executed, nor does it assume
access to the debt markets.  Moody's notes that RCL has finance
commitments for its Solstice-class ships 2, 3 and 4, and has
received a guaranty from Finnvera (the export credit agency of
Finland) for its Oasis-class ships.  The company's SGL-4 rating
could be raised if the company executes loan agreements and
commitments, currently under negotiation, to finance these
upcoming ship deliveries.

Moody's last action on Royal Caribbean Cruises, Ltd. occurred on
January 11, 2007, when Moody's assigned a Ba1 rating to the
company's new Euro notes, raised the company's Speculative Grade
Liquidity rating to SGL-2 from SGL-3, and affirmed all other
existing ratings.

Royal Caribbean Cruises Ltd. is a global cruise vacation company
that operates five cruise brands -- the largest being Royal
Caribbean International and Celebrity Cruises - and 38 cruise
ships and six under construction.  Revenues for the fiscal year
ended December 31, 2008 were about $6.5 billion.


ROYAL CARIBBEAN: S&P Puts BB Corp. Credit Rating on WatchNeg.
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB' corporate
credit rating and all issue-level ratings for Miami, Florida-based
Royal Caribbean Cruises Ltd. on CreditWatch with negative
implications.

"The CreditWatch listing reflects our expectation that, based on
recent booking and pricing trends, the company is unlikely to meet
the projections incorporated into our 'BB' corporate credit
rating, as outlined in our Dec. 5, 2008 research report," said
Standard & Poor's credit analyst Ben Bubeck.

At that time, S&P indicated its expectation for relatively flat
EBITDA performance and an increase in funded debt balances of
slightly more than $1 billion during 2009, driven by declines in
net revenue yields in the mid-single-digit percentage area.  Under
this scenario, S&P projected leverage peaking in the low-6x area.
However, based on more recent guidance provided by the company,
including an expectation for declines in 2009 net revenue yields
in the 9% to 13% range, S&P is concerned about the company's
ability to maintain credit measures that are in line with the
current rating.

In resolving the CreditWatch listing, S&P will assess current
operating conditions and reconsider S&P's forecast for 2009 and
beyond.  If a rating downgrade is the ultimate conclusion of S&P's
review, it would likely be limited to one notch.


SAWDUST ROAD: First Tennessee Balks at Bid to Use Cash Collateral
-----------------------------------------------------------------
First Tennessee Bank National Association asks the U.S. Bankruptcy
Court for the Southern District of Texas in Houston to deny the
request of Sawdust Road Partners #267, LLC and its debtor-
affiliates to use the collateral securing the Debtors' obligations
to their prepetition lenders.

First Tennessee notes that it has not consented to the use of cash
collateral and the Court has not approved such use.  First
Tennessee says any such approval must be conditioned on the
Debtors providing adequate protection to First Tennessee.  First
Tennessee says the Debtors have not provided adequate protection
and have not demonstrated an ability to do so.

First Tennessee says it is a secured creditor of the Debtors,
holding properly perfected, senior priority security interests in
all of the Debtors' personal property, including, but not limited
to inventory, chattel paper, accounts, equipment and general
intangibles, and the proceeds therefore, which secure the Debtors'
obligations to First Tennessee arising out of promissory notes
validly executed by Debtors and payable to First Tennessee:

a) Sawdust Road Partners #267, LLC1
      i.     Principal Amount of Note -- $220,000
      ii.    Date of Note -- February 2, 2006

b) ML Downtown Tunnel Partners #268, LLC
      i.     Principal Amount of Note -- $168,000
      ii.    Date of Note -- October 6, 2005

c) CLM Friendswood Partners #305, LLC
      i.     Principal Amount of Note -- $170,000
      ii.    Date of Note -- May 23, 2008

d) ML Dairy Ashford Partners #279, LLC
      i.     Principal Amount of Note -- $125,538.00
      ii.    Date of Note -- January 31, 2006

e) Park Edge Partners #47, LLC
      i.     Principal Amount of Note -- $200,000.00
      ii.    Date of Note -- January 14, 2008

f) West Ken Partners #34, LLC
      i.     Principal Amount of Note -- $200,000.00
      ii.    Date of Note -- January 14, 2008

g) CLM Franchise Consultants, LLC
      i.     Principal Amount of Note -- $275,000.00
      ii.    Date of Note -- June 22, 2005

First Tennessee is represented in the case Joseph G. Epstein,
Esq., at Winstead PC in Houston, Texas.

Based in Conroe, Texas, Sawdust Road Partners #267, LLC and 11
other affiliates sought bankruptcy protection on January 26, 2009
(Bankr. S.D. Tex. Lead Case No. 09-30461).  The Hon. Jeff Bohm
oversees the cases.  Margaret Maxwell McClure, Esq., in Houston,
serves as the Debtors' counsel.  The Debtors did not disclose
information about their assets and liabilites as of the petition
date.


SAWDUST ROAD: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Sawdust Road Partners #267, LLC
100 IH-45 North, Suite 101-A
Conroe, TX 77301

Bankruptcy Case No.: 09-30461

Other debtor-entities filing separate Chapter 11 petitions:

   Entity                                           Case Number
   ------                                           -----------
ML Downtown Tunnel Partners #268, LLC                 09-30463
ML Dairy Ashford Partners #279, LLC                   09-30464
CLM Main Street Partners #291, LLC                    09-30465
CLM Chimney Rock Partners #298, LLC                   09-30466
Aldine Partners #303, LLC                             09-30467
CLM Friendswood Partners #305, LLC                    09-30471
CLM Crabb River Partners #309, LLC                    09-30472
West Ken Partners #34, LLC                            09-30473
Park Edge Partners #47, LLC                           09-30474
Waters Restaurant Partners #101, LLC                  09-30476
CLM Franchise Consultants, LLC                        09-30494

Chapter 11 Petition Date: January 26, 2009

Court: United States Bankruptcy Court
       Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  Attorney at Law
                  909 Fannin, Suite 3810
                  Houston, TX 77010
                  Tel: (713) 659-1333
                  Fax: (713) 658-0334
                  Email: mccluremar@aol.com

The Debtors did not disclose information about their assets and
liabilites as of the petition date.

The Debtors did not file a list of their 20 largest unsecured
creditors together with their petition.

The petition was signed by James T. Clatterbuck, Chief Managerof
the company.


SBARRO INC: S&P Downgrades Corporate Credit Rating to 'CC'
----------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Melville, New York-based Sbarro Inc. to 'CC' from
'CCC'.  The outlook is negative.

Concurrently, S&P lowered the ratings on the company's
$25 million revolving facility and $183 million first-lien term
loan to 'CC' from 'CCC'.

The '4' recovery ratings on these facilities remain unchanged and
indicate expectations of average (30%-50%) recovery of principal
in the event of default.  In addition, S&P lowered the ratings on
the $150 million senior notes to 'C' from 'CC' and kept the
recovery rating of '6' on this debt issue unchanged.  The '6'
recovery rating indicates expectations of negligible (0%-10%)
recovery of principal in the event of default

"The downgrade reflects our belief that negative operating trends
will continue to erode Sbarro's liquidity," said Standard & Poor's
credit analyst Mariola Borysiak, "thereby limiting the company's
capability to service its debt."


SCO GROUP: Oct. 31 Balance Sheet Upside Down by $4.1 Million
------------------------------------------------------------
The SCO Group, Inc., delivered to the Securities and Exchange
Commission last week its annual report for the year ended
October 31, 2008.  The company's balance sheet as of October 31,
2008, showed total assets of $7,983,000 and total liabilities of
$12,113,000, resulting in total stockholders' deficit of
$4,130,000.

In a regulatory filing dated January 29, 2009, Chief Financial
Officer Kenneth R. Nielsen disclosed that the company incurred a
net loss of $8,687,000 for the year ended October 31, 2008, on
total revenues of $15,568,000, and during that same year used cash
of $4,276,000 in its operating activities.  "A significant portion
of the net loss and the cash used in operating activities resulted
from the company operating under Chapter 11 bankruptcy protection.
During the year ended October 31, 2008, the company incurred
expenses of $1,773,000 and made cash payments of $1,968,000 in its
effort to reorganize under Chapter 11 bankruptcy.  Another
significant portion of the net loss and cash used in operating
activities was associated with the Company protecting and
defending its intellectual property rights. The company has an
accumulated deficit of $267,053,000 as of
October 31, 2008, and minimal working capital of $2,355,000.  As
of October 31, 2008, the company had a total of $1,237,000 in cash
and cash equivalents and $2,308,000 in restricted cash, of which
$1,554,000 is designated to pay for experts, consultants and other
expenses in the [litigation with Novell, Inc., and IBM relating to
UNIX and UnixWare copyrights] and to cover any amounts required to
be placed in constructive trust under the Novell judgment.  The
remaining $754,000 of restricted cash is earmarked to pay Novell,
Inc., for its retained binary royalty stream."

According to Mr. Nielsen, continuation of the company as a going
concern is contingent upon, among other things, the Debtors'
ability:

   (i) to construct and obtain confirmation of a plan of
       reorganization under the Bankruptcy Code;

  (ii) to reduce payroll and benefits costs and liabilities under
       the bankruptcy process;

(iii) to achieve profitability;

  (iv) to achieve sufficient cash flows from operations; and

   (v) to obtain financing sources to meet the Company's future
       liquidity needs.

"The negative operating trends the company is experiencing as well
as the judgment in favor of Novell create substantial doubt as to
the company's ability to continue as a going concern."

As previously reported by the Troubled Company Reporter, on
January 8, 2009, the Debtors filed their Amended Reorganization
Plan and Disclosure statement.  Under the proposed plan, the
Debtors intend to hold an open auction to sell certain assets of
the company including its mobility business assets and its
OpenServer operating system assets and business.  Through this
sale, the Debtors hope to obtain enough consideration to pay their
creditors and continue their operations as set forth in the plan.
In the event that the asset sale does not generate enough cash to
meet the objectives, the company will scale back its operations
and costs, and initiate other strategies to implement the plan of
reorganization.  In the event that certain SCO assets are not
sold, SCO will continue to sell and support its UNIX and mobility
businesses and will also focus on these key provisions:

   (a) an enhanced pricing and discount strategy,

   (b) an updated "True-up" licensing program with current
       customers,

   (c) reducing overall operating costs,

   (d) delivering SCO UNIX Virtual product lines for VMware and
       Hyper-V to allow SCO legacy applications to run on modern
       hardware; and

   (e) shipping FCmobilelife and FCtasks for the iPhone with a
       new pricing structure.

Under the priority scheme established by the Bankruptcy Code,
unless creditors agree otherwise, post-petition liabilities and
prepetition liabilities must be satisfied in full before
stockholders are entitled to receive any distribution or retain
any property under a plan of reorganization.  The ultimate
recovery to creditors and stockholders, if any, will not be
determined until confirmation of a plan or plans of
reorganization.

If the Debtors' plan is not confirmed by the Bankruptcy Court, it
is unclear whether the company would be able to reorganize its
businesses and what, if anything, holders of claims against the
company would ultimately receive with respect to their claims.  If
an alternative reorganization could not be agreed upon, it is
possible that the Debtors' bankruptcy cases could be converted to
a liquidation under Chapter 7 and the Company would have to
liquidate its assets, in which case it is likely that holders of
claims would receive substantially less favorable treatment than
they would receive if we were to emerge as a viable, reorganized
entity, and stockholders would likely receive nothing from the
liquidation.

A full-text copy of the company's annual report is available for
free at: http://researcharchives.com/t/s?38fd

                        About The SCO Group

Headquartered in Lindon, Utah, The SCO Group Inc. (Nasdaq:SCOX)
fka Caldera International Inc. -- http://www.sco.com/--
provides software technology for distributed, embedded and
network-based systems, offering SCO OpenServer for small to
medium business and UnixWare for enterprise applications and
digital network services.

The company has office locations in Australia, Austria,
Argentina, Brazil, China, Japan, Poland, Russia, the United
Kingdom, among others.

The company and its affiliate, SCO Operations Inc., filed for
Chapter 11 protection on Sept. 14, 2007, (Bankr. D. Del. Lead
Case No. 07-11337).  Paul Steven Singerman, Esq., and Arthur
Spector, Esq., at Berger Singerman P.A., represent the Debtors in
their restructuring efforts.  James O'Neill, Esq., and Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, are the
Debtors' Delaware and conflicts counsels.  Epiq Bankruptcy
Solutions LLC, acts as the Debtors' claims and noticing agent.
The United States Trustee failed to form an Official Committee of
Unsecured Creditors in the Debtors' cases due to insufficient
response from creditors.


SCOTTICH ANNUITY: S&P Revises Counterparty Credit Rating to 'SD'
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it revised its
counterparty credit rating on Scottish Annuity & Life Insurance
Co. (Cayman) Ltd. to 'SD' from 'CC'.

Standard & Poor's also said that it revised its rating on the
$100 million of Premium Asset Trust Certificates due March 12,
2009, for which SALIC is the GIC provider, to 'D' from 'CC'.

The counterparty credit rating on SALIC reflects S&P's belief that
it has selectively defaulted on its $100 million of Premium Asset
Trust Certificates.


SCOTTISH RE: S&P Revises Counterparty Credit Rating to 'R'
----------------------------------------------------------
Standard & Poor's Ratings Services said it revised its
counterparty credit and financial strength ratings on Scottish Re
(U.S.) Inc. to 'R' from 'CCC'.  An insurer rated 'R' is under
regulatory supervision owing to its financial condition.

"The ratings on SRUS reflect the regulatory order of supervision
issued by the Insurance Commissioner of the State of Delaware on
Jan. 5, 2009, and disclosed by the company on Jan. 28, 2009," said
Standard & Poor's credit analyst Robert Hafner.


SELECT MEDICAL: S&P Downgrades Corporate Credit Rating to 'B-'
--------------------------------------------------------------
The headline of this S&P media release, published earlier, was
incorrect.  A corrected version follows.

Standard & Poor's Ratings Services said it lowered its ratings on
Select Medical Corp.  S&P lowered the corporate credit rating to
'B-' from 'B' and the rating on the company's senior secured
credit facility to 'B+' from 'BB-'.  The recovery rating on the
senior secured debt remains unchanged at '1', indicating
expectation of very high (90%-100%) recovery in the event of
default.  S&P lowered the rating on its subordinated debt to 'CCC'
from 'CCC+' and the recovery rating on that subordinated debt
remains unchanged at '6', indicating expectation of negligible
(0%-10%) recovery in the event of default.  The rating outlook
remains negative.

"The downgrade reflects concern about the ability of the company
to meet its covenant compliance requirements over the next year,"
said Standard & Poor's credit analyst Alain Pelanne.


SILI INC: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: SILI, Inc.
        484 Prospect Street
        La Jolla, CA 92037

Bankruptcy Case No.: 09-00995

Type of Business: The Debtor is a personal credit institution.

                  See: http://www.sili.net

Chapter 11 Petition Date: January 29, 2009

Court: Southern District of California (San Diego)

Judge: Peter W. Bowie

Debtor's Counsel: Bruce A. Wilson, Esq.
                  Brucewils@aol.com
                  Bruce A. Wilson, APLC
                  2031 Fort Stockton Drive
                  San Diego, CA 92103
                  Tel: (619) 497-0627
                  Fax: (619) 497-0628

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

The Debtor's Largest Unsecured Creditors:

   Entity                      Nature of Claim   Claim Amount
   ------                      ---------------   ------------
Sirak, LLC Defined Benefit     short term loan   $468,380
Pen
P.O. Box 675877
Rancho Santa Fe, CA 92067

Debbie Warren                  short term loan   $196,000
31925 Reyes Court
Temecula, CA 92591

Fisher Construction            construction      $40,240
844 Santa Rufina Drive         services
Solana Beach, CA 92075

Development Planning &         property          $29,344
Financi                        consultant

AP, Asset Management           property          $25,000
                               consultant

Lavine, Lofgren, Morris &      accounting & tax  $14,395
Englberg, LLP                  services

Internal Revenue Service       taxes             $7,983
Insolvency Group 1

La Jolla Cove Research         parking garage    $6,417
Center

Pro Terra                      property          $6,295
                               consultant

Alvarado Pacific Insurance     property          $5,682
                               insurance

D.F. Brown Masonry &           construction      $5,112
Concrete                       services

Regency Properties, LP         parking garage    $4,800

Procopio Cory Hargreaves &     legal services    $3,330
Sav

Cox, Castle & Nicholson, LLP   legal service     $3,232

SDGE                           electric &        $2,532
                               heating utility

Amtech Elevator Service        elevator service  $1,780
                               and maintenance

AICCO                          insurance service $1,637

Deans & Homer                  insurance service $1,567

National Air & Energy                            $1,149

The petition was signed by Jeffrey E. Lubin, president.


SINOBIOMED INC: Issues 2.25 Million Shares to Individual
--------------------------------------------------------
Sinobiomed Inc. disclosed that on January 16, 2009, the company
issued 2,250,000 shares of common stock to one individual with
respect to the conversion of a debt of $90,000 owing to that
person as a result of outstanding finder's fees associated with
the company's private placement offering at $1.25 per Unit and the
convertible debenture financing of an aggregate of $350,000 into
shares of common stock of the company at a conversion price of
$0.04 per share.  The company believes that the issuance is exempt
from registration under Regulation S promulgated under the Act as
the securities were issued to the individual through an offshore
transaction which was negotiated and consummated outside of the
United States.

The company did not identify the individual receiving the shares.

Sinobiomed Inc. formerly CDoor Corp. (OTC BB: SOBM)
-- http://www.sinobiomed.com/-- was incorporated in the State of
Delaware.  The company is a leading Chinese developer of
genetically engineered recombinant protein drugs and vaccines.
Based in Shanghai, Sinobiomed currently has 10 products approved
or in development: three on the market, four in clinical trials
and three in research and development.  The company's products
respond to a wide range of diseases and conditions, including:
malaria, hepatitis, surgical bleeding, cancer, rheumatoid
arthritis, diabetic ulcers and burns, and blood cell regeneration.

                      Going Concern Doubt

Schumacher & Associates Inc., in Denver, expressed substantial
doubt about Sinobiomed Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
reported that the company has experienced losses since
commencement of operations and has negative working capital and a
stockholders' deficit.

The company is in the process of researching, developing, testing
and evaluating proposed new pharmaceutical products and has not
yet determined whether these products are technically or
economically feasible.  Management's plan is to actively search
for new sources of capital, including government and non-
government grants toward research projects and new equity
investment.

Sinobiomed Inc.'s consolidated balance sheet at September 30,
2008, showed total assets of $8,355,042 and total liabilities of
$16,506,425, resulting in total stockholders' deficit of
$8,151,383.


SIRIUS XM: Faces Feb. 17 Deadline to Pay Back $174.6MM in Debt
--------------------------------------------------------------
The Wall Street Journal reports that Sirius XM Satellite Radio
Inc.'s $174.6 million in debt is due on Feb. 17, 2009.

DMW Daily relates that Sirius XM is also facing a May deadline for
a $350 million a term loan and revolving credit facility and a
December deadline for $400 million in convertible notes.  WSJ says
that lenders of the $350 million in loans are J.P. Morgan Chase &
Co. and UBS AG, with $100 million each on the line.

Sarah McBride at WSJ states that the high-interest solutions
Sirius XM seems likely to find would transfer more of the
company's value to debt holders and away from stockholders.  WSJ
relates that Sirius XM has been chipping away at the bonds coming
due in February, which had totaled $300 million.  WSJ says that by
swapping debt for stock in a series of transactions, Sirius XM was
able to cut that debt to $174.6 million, diluting the value of
each share at the same time and contributing to the rout in the
company's stock price.

According to WSJ, Sirius XM, under the terms of its existing debt,
can borrow up to $250 million more without tripping covenants that
would bring it into technical default on its loans.

Citing Sirius XM executives, WSJ relates that the company has been
negotiating with possible investors on financing options.  People
familiar with the matter said that some investors participating in
the talks already hold existing Sirius XM debt, WSJ reports.  WSJ
states that the convertible bonds coming due have a 2.5% interest,
but new debt to replace it would likely carry far higher rates.

              Jim Gillies Sees Possible Bankruptcy

Chris Forrester at Rapid TV News reports that Motley Fool writer
Jim Gillies has described Sirius XM as his "worst stock of 2009,"
and has predicted that Sirius XM is so constrained by debt that it
will file for Chapter 11 bankruptcy protection soon.

According to Rapid TV, Sirius XM ended last month at 12 cents per
share, a huge decline on the year compared to January 2008, when
Sirius XM was trading at $3.89, before its merger with XM.  Rapid
TV relates that the there has been rumors of Sirius XM stock being
thrown off the Nasdaq index due to its low price.

Rapid TV states that before Dec. 25, Sirius XM laid off its last
batch of redundant employees, completing a 22% (about 458 workers)
cut of the workforce, as part of its efforts to cut costs and
boost profitability.

Headquartered in New York, Sirius XM Radio Inc. --
http://www.sirius.com/-- formerly Sirius Satellite Radio Inc., is
a satellite radio provider.  The company offers over 130 channels
to its subscribers, 69 channels of 100% commercial-free music and
65 channels of sports, news, talk, entertainment, traffic,
weather, and data content.  Its primary source of revenue is
subscription fees, with most of its customers subscribing to
SIRIUS on either an annual, semi-annual, quarterly or monthly
basis.  The company derives revenue from activation fees, the sale
of advertising on its non-music channels, and the direct sale of
SIRIUS radios and accessories.  Various brands of SIRIUS radios
are Best Buy, Circuit City, Costco, Crutchfield, Sam's Club,
Target and Wal-Mart.

                          *     *     *

As reported by the Troubled Company Reporter on Jan. 20, 2009,
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Sirius XM Radio Inc. to 'CCC' from 'CCC+'.  S&P
also lowered the issue-level ratings on the debt of Sirius XM
Radio Inc. and of Sirius' unrestricted subsidiaries, XM Satellite
Radio Holdings Inc. and XM Satellite Radio Inc., which remain on
CreditWatch, though the implications are revised to negative from
developing.  S&P could affirm or lower the issue-level ratings
pending S&P's review of additional information and follow-up
discussions with management.  The outlook is negative.  New York
City-based Sirius XM had total debt outstanding of $3.37 billion
as of Sept. 30, 2008.


SPANSION INC: Bertrand Cambou Leaves Co. as Pres., CEO & Director
-----------------------------------------------------------------
Spansion Inc. disclosed on Feb. 2 executive management changes as
part of the company's previously announced plans to restructure
the company and explore strategic alternatives for a sale or
merger.  Effective Feb. 2, Dr. Bertrand Cambou has resigned as
president and chief executive officer and has resigned from the
Spansion(R) Board of Directors.  Dr. Boaz Eitan, an executive vice
president and member of the board of directors, has been named
interim president of Spansion.  Dr. Cambou has agreed to provide
consulting services to Spansion. The company is actively engaged
in efforts to further strengthen its management team to support
its strategic and restructuring initiatives and will report any
decisions at a later time.

On Jan. 15, 2009, Spansion said that it was exploring strategic
alternatives for a sale or merger.  The company also announced
plans to restructure its balance sheet.  The objective of these
potential strategic alternatives is to build on Spansion's
position as a leading supplier of NOR Flash memory by creating
significantly greater scale and to provide Spansion's customers
with a broader range of more cost-effective memory solutions.

Mr. Eitan said, "Spansion has a highly talented, global workforce,
a significant leadership position in the NOR segment and strong
relationships with nearly all the world's top consumer, automotive
and wireless OEMs.  In addition, Spansion is the only company to
have successfully commercialized charge-trapping technology,
considered by many to be the future of the Flash memory industry.
As president, I look forward to helping strengthen Spansion's
financial and competitive position through a successful
restructuring or strategic transaction."

Mr. Eitan, who will be based at Spansion's Sunnyvale, California
headquarters, brings more than 27 years of semiconductor research
and management expertise to the company.  In 1997, he founded
Saifun Semiconductors Ltd., acquired by Spansion in early 2008,
and is the inventor of Saifun NROM technology with 83 U.S.
patents.  Prior to Saifun, Mr. Eitan held various positions at
WaferScale Integration Inc. and Intel Corp.  Mr. Eitan holds a
Ph.D. and a M.Sc. in Applied Physics and a B.Sc in Mathematics and
Physics from the Hebrew University, Jerusalem.

"The board appreciates Dr. Cambou's hard work and dedication and
thanks him for his important leadership during the past several
years," said Mr. Eitan.  "I look forward to working with him in
his consulting capacity."

                           About Spansion

Spansion (NASDAQ: SPSN) -- http://www.spansion.com-- is a leading
Flash memory solutions provider, dedicated to enabling, storing
and protecting digital content in wireless, automotive, networking
and consumer electronics applications.  Spansion, previously a
joint venture of AMD and Fujitsu, is the largest company in the
world dedicated exclusively to designing, developing,
manufacturing, marketing, selling and licensing Flash memory
solutions.

As reported by the Troubled Company Reporter on Jan. 19, 2009,
Fitch Ratings downgraded these ratings for Spansion Inc.:

  -- Issuer Default Rating to 'C' from 'CCC';

  -- $175 million senior secured revolving credit facility (RCF)
     due 2010 to 'CC/RR3' from 'CCC+/RR3';

  -- $625 million senior secured floating rating notes due 2013
     to 'CC/RR3' from 'CCC+/RR3';

  -- $225 million of 11.25% senior unsecured notes due 2016 to
     'C/RR6' from 'CC/RR6';

  -- $207 million of 2.25% convertible senior subordinated
     debentures due 2016 to 'C/RR6' from 'CC/RR6'.

According to the TCR on Jan. 19, 2009, Moody's Investors Service
downgraded Spansion's corporate family rating and probability of
default rating to Ca from Caa2, senior secured floating rate notes
to Caa2 from B3 and senior unsecured notes to Ca from Caa3.

The TCR reported on Jan. 19, 2009, that Standard & Poor's Ratings
Services lowered its corporate credit rating on Spansion Inc. to
'D' from 'CCC', and the issue-level rating on Spansion LLC's
11.25% senior unsecured notes due 2016 to 'D' from 'CC'.


SRIRANGARAJAH THURAISINGHAM: Voluntary Chapter 11 Case Summary
--------------------------------------------------------------
Debtor: Srirangarajah Thuraisingham
2620 McKenzie Road
Ellicott City, MD 21042

Bankruptcy Case No.: 09-11157

Chapter 11 Petition Date: January 26, 2009

Court: United States Bankruptcy Court
       District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: William F. Hickey, III, Esq.
                  The Law Office of Peter Kirsh
                  112 E. Cecil Avenue
                  North East, MD 21901
                  Tel: (410) 287-5077
                  Fax: (410) 287-1511
                  Email: whickey@kirshlawyers.com

Total Assets: $1,318,370

Total Debts: $1,785,407

A full-text copy of the Debtor's petition, including its largest
unsecured creditors, is available for free at:

            http://bankrupt.com/misc/mdb09-11157.pdf

The petition was signed by Srirangarajah Thuraisingham.


ST LAWRENCE HOMES: Files for Bankruptcy in North Carolina
---------------------------------------------------------
St. Lawrence Homes Inc. has filed a Chapter 11 petition in the
United States Bankruptcy Court Eastern District of North Carolina
citing the national weakness of the residential construction and
real estate markets.

According to the company's website, it has been challenged by the
tightening of borrowing requirements placed upon it sources of
operating credit.  The company intends to continue its operations
through this financial restructuring and expects to move quickly
through the reorganization process and to emerge from its
reorganization proceedings better capitalized and financially
stronger.

The company listed $158.2 million in assets and $116.4 million in
debt as of October 30 in Chapter 11 documents, Bloomberg News
reports.  The company owes $3.3 million to its unsecured
creditors, the report says.

                     About St. Lawrence Homes

Based in North Carolina St. Lawrence Homes Inc. --
http://www.broadstreethomes.com-- operates a privately held
homebuilding company.  The company was founded in 1987


STARWOOD HOTELS: Lowered Guidance Won't Affect S&P's 'BB+' Rating
-----------------------------------------------------------------
On Jan. 30, 2009, Standard & Poor's Ratings Services said that the
'BB+' corporate credit rating and negative outlook for Starwood
Hotels & Resorts Worldwide Inc. would not be affected by the
company's lowered 2009 guidance for revenue per available room and
EBITDA.

For 2009, Starwood lowered its same-store worldwide RevPAR
guidance to a decline of 12% from 5%, and EBITDA to $875 million
from about $1 billion (Starwood's measure of EBITDA exceeds ours
by roughly the amount of EBITDA generated by unconsolidated joint
ventures), reflecting a worsening pace of demand for lodging
globally.  The company's new guidance translates into an EBITDA
decline of nearly 25% in 2009, which exceeds the 15% to 20% EBITDA
decline S&P had incorporated into the current rating.  Starwood's
updated 2009 guidance would likely result in leverage spiking to
the high-4x area or perhaps slightly higher, which would be very
weak for the current rating.  S&P's current threshold is the mid-
to high-4x area, and this reflects S&P's adjusted leverage
measure, and is different than the calculation that Starwood makes
for bank agreement covenant purposes.  As cited earlier, S&P's
measure of EBITDA does not include that related to joint ventures,
and S&P's measure of debt includes adjustments for leases,
securitization debt outstanding, and guarantees.

S&P's willingness to maintain the rating at this time, despite
leverage rising slightly above S&P's previous expectation,
reflects S&P's belief that a stabilization of the U.S. lodging
industry is likely by 2010.  Starwood has a good relative business
position (notwithstanding the current lodging down cycle), which
reflects favorable long-term demographic trends and increasing
travel patterns across the world, and a geographically diversified
portfolio of quality brands.  The current lodging down cycle is
proving to be highly variable and very challenging for Starwood.
In the event S&P conclude that the current pace of RevPAR and
EBITDA declines are not likely to moderate significantly in the
second half of 2009, or if S&P begins to believe the lodging
industry may not recover by 2010, S&P would then likely lower the
rating.

Starwood has also stated it intends to pull back on capital
spending in 2009 more than S&P previously expected, helping to
limit the rise in leverage.  In addition, while S&P will closely
watch the thinning cushion in Starwood's 4.5x total leverage
covenant (again, calculated differently than S&P's adjusted
leverage measure), S&P believes lenders would amend it, if
necessary.  Also, the company had significant unrestricted cash
balances of nearly $400 million at December 2008 (although part of
this may have been used to pay the $165 million dividend in
January 2009), and expects to receive a $200 million IRS
tax settlement in the summer of 2009.  Starwood stated that only
$100 million of this is required for working capital, although it
is not clear how much is overseas and, thus, would be subject to
U.S. taxes if repatriated.  S&P estimates revolver drawings at
about $300 million as of December 2008.  S&P believes the company
would be able to refinance the $500 million term loan maturing in
2009 with a capital markets transaction, instead of revolver
drawings, if it so chose.


TEAM CHEVROLET: Files for Chapter 11 Bankruptcy Protection
----------------------------------------------------------
G. Chambers Williams III at The Tennessean reports that Team
Chevrolet LLC's general manager Chuck Hanes said that the company
has filed for Chapter 11 bankruptcy protection.

Citing Mr. Hanes, The Tennessean states that Team Chevrolet is
preparing to be taken over by a new group of investors.  According
to the report, Mr. Hanes said that Team Chevrolet remains open and
most of the workers remain on the job.

Mr. Hanes, The Tennessean relates, said that Team Chevrolet owner
Joseph P. Tortorich won't be involved in the reorganized company.

According to The Tennessean, Team Chevrolet's biggest creditor is
General Motors Acceptance Corp.  The report says that GMAC holds a
lien estimated at $2.5 million on the dealership's inventory of
new and used cars.

Court documents say that Team Chevrolet listed $4.7 million in
liabilities and $3.9 million in assets.  According to court
documents, other major creditors of Team Chevrolet are the
Tennessee Department of Revenue -- owed about $350,000 in unpaid
sales taxes dating to July 1, 2008 -- and Regions Bank, which
holds a $112,000 claim against Team Chevrolet.

GMAC would continue to finance the dealership's inventory under
the new ownership, WSJ says, citing Mr. Hanes.

Team Chevrolet LLC is based in Smyrna, Tennessee.


THOMAS HOLDINGS: Files for Bankruptcy to Keep Sunset Whitney
------------------------------------------------------------
Mark Anderson at Sacramento Business Journal reports that Thomas
Holdings LLC, in hopes of saving its ownership in Sunset Whitney
Country Club, has filed for Chapter 11 bankruptcy protection.

Sacramento Business relates that First Banks Inc. started a
foreclosure action on Sunset Whitney in July 2008, when Regent
Development Inc., a company related to Thomas Holdings, failed to
pay its $4.6 million debt to First Banks.  Sacramento Business
quoted Regent Development chief operating officer and in-house
counsel as saying, "We didn't miss a payment on the golf course.
The loan matured and came due, and we could not pay it in full.
We couldn't get the loan extended, and we couldn't find another
lender."

Sacramento, California-based Thomas Holdings, LLC, filed for
Chapter 11 bankruptcy protection on Jan. 6, 2009 (Bankr. E.D.
Calif. Case No. 09-20156).  Stephen R. Harris, Esq., who has an
office in Reno, Nevada, assists the company in its restructuring
effort.  The company listed $1,000,001 to $10,000,000 in assets
and $1,000,001 to $10,000,000 in debts.


TRIUMPH INVESTMENT: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Triumph Investment Group, Inc.
747-49 N. 63rd Street
Philadelphia, PA 19151

Bankruptcy Case No.: 09-10488

Chapter 11 Petition Date: January 26, 2009

Court: United States Bankruptcy Court
       Eastern District of Pennsylvania (Philadelphia)

Judge: Bruce I. Fox

Debtor's Counsel: Kafi M. Lindsay, Esq.
                  Walker & Bennett
                  100 S. Broad Street, Suite 2130
                  Philadelphia, PA 19102
                  Tel: (267) 456-7371

Estimated Assets: $1,000,001 to $10,000,000

Estimated Debts: $1,000,001 to $10,000,000

The Debtor did not file a list of its 20 largest unsecured
creditors together with its petition.

The petition was signed by Richard Ross, President of the company.


TROPICANA ENTERTAINMENT: Opco Lenders to Get Up to 72.7% of Claims
------------------------------------------------------------------
Tropicana Entertainment, LLC, says that the lenders who funded
its acquisition of five casinos pre-bankruptcy are now
undersecured and will only receive up to 72.7% recovery for their
over $1.3 billion in claims.

Tropicana and its affiliated debtors seek approval from the U.S.
Bankruptcy Court for the District of Delaware to halt interest
payments to the OpCo Lenders.

In exchange for their use of their lenders' cash collateral to
partly fund their Chapter 11 cases, Tropicana previously obtained
permission to make adequate protection payments to the Opco
Lenders, headed by Credit Suisse, as administrative agent and
collateral agent; Credit Suisse Securities (USA) LLC, as sole
bookrunner and sole lead arranger; Barc1ays Bank PLC and Societe
Generale, as co-lead arrangers and co-syndication agents; and The
Royal Bank of Scotland, PLC and INO Capital, LLC.

Before filing for bankruptcy protection, Tropicana, in 2007,
entered into credit facilities to finance its acquisition of Aztar
Corp.'s five casinos.  The OpCo Credit Facility -- an aggregate
US$1,710,000,000 secured credit facility provided by Credit Suisse
as collateral agent and administrative agent -- constituted the
largest portion of the Aztar Acquisition financing.  As of
April 30, 2008, about $1,300,000,000 of the principal amount was
outstanding under a term loan facility, and $21,000,000 under a
revolving facility.

However, according to Mark D. Collins, Esq., at Richards, Layton &
Finger, P.A., Tropicana has determined that the value of the OpCo
Lenders' collateral does not exceed their claims under the
Prepetition Financing Documents.  Consequently, the OpCo Lenders
are undersecured.

In January, Tropicana Entertainment and its affiliates filed a
Chapter 11 plan of reorganization for entities led by Tropicana
Entertainment, which own 10 casinos and resorts in Atlantic City,
New Jersey and Evansville, Indiana; (OpCo Plan), and another by
Tropicana Las Vegas Holdings, which own a resort in Las Vegas
(LandCo Plan).

Mr. Collins relates that the valuation analysis included in the
OpCo Disclosure Statement reflects the fact that the value of the
reorganized OpCo Debtors is not sufficient to satisfy the
OpCo Lenders' claims in full.  The Debtors estimate that the OpCo
Lenders are likely to recover between 58.1% and 72.7% of the value
of their claims if the OpCo Plan is continued and between 36% and
48% in a liquidation scenario, if the Debtors' cases me converted
to chapter 7 liquidations.

Mr. Collins notes that the ad hoc group of OpCo Lenders in the
case -- the steering committee for the OpCo Lenders -- has
admitted at a hearing before Judge Kevin J. Carey that the value
of the assets is much less than the amount of their claims.

Absent Court approval of the proposal, Tropicana will be required
to make payments totaling $44.3 million between February I, 2009
and June 30, 2009.

The Bankruptcy Court will convene a hearing on Feb. 17 to consider
the request.  Objections are due Feb. 9.

                 About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by  Tropicana Entertainment
LLC and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000).


TROPICANA ENTERTAINMENT: Must Save Cash to Hit June 30 Exit Target
------------------------------------------------------------------
An attorney for Tropicana Entertainment LLC said that the company
needs to preserve cash in order to meet its June 30 target of
emerging from bankruptcy protection.  According to Mark D.
Collins, Esq., at Richards, Layton & Finger, P.A., the U.S.
Bankruptcy Court for the District of Delaware should take back an
earlier ruling that granted a group of lenders, known as the Opco
Lenders, payments that would protect them from diminution in value
of their collateral.

At the early stages of its bankruptcy proceedings, Tropicana said
that the OpCo Lenders were oversecured.  However, after filing its
Chapter 11 reorganization plan in January 2009, Tropicana now says
that it has determined that the OpCo Lenders -- who are owed at
least $1.3 billion for partly funding Tropicana's acquisition of
Aztar Corp.'s five casinos pre-bankruptcy -- have claims exceeding
the value of the collateral backing them.  Tropicana estimates
that the OpCo Lenders are likely to recover between 58.1% and
72.7% of the value of their claims if the OpCo Plan is continued
and between 36% and 48% in a liquidation scenario, if the Debtors'
cases are converted to chapter 7 liquidations.

According to Mr. Collins, Tropicana needs to avoid liquidity
issues as it moves with the confirmation process for the OpCo
Plan, which contemplates a June 30 effective date.  "As this Court
is well aware, the precipitous decline in the U.S. economy, and in
the gaming industry in particular, has hurt the Debtors' revenues,
which has impaired their liquidity."

John R. Castellano, managing director of AlixPartners, LLP,
restructuring advisors to the Debtors, says, absent an
intervention by the Court, Tropicana will be required to make
adequate protection payments totaling $44.3 million between
February 1, 2009 and June 30, 2009.  Unless the Debtors can
alleviate one or more of these demands on their cash --
specifically, the adequate protection payments -- the Debtors may
face liquidity constraints before the OpCo Plan can be confirmed
and become effective.

For the period Feb. 1, 2009 and June 30, 2009, Tropicana expects
to generate gross revenues of approximately $216.7 million, with
operating expenses of $18.3 million, resulting in operations
generating positive net cash of $33 million.  The Debtors,
however, expect the cash to be reduced by $28 million for debt
service for their debtor-in-possession facility and restructuring
costs.  With the $36 million cash balance expected as of Feb. 1,
2009, the Debtors expect to have $41 million.

The Debtors, however, aver that the $41 million will be necessary
for capital expenditures and to maintain sufficient available
liquidity to operate their business.  The Debtors anticipate
investing approximately $21 million in capital expenditures during
the ensuing five months, including:

   -- purchase and installation of new security and surveillance
      systems that will ensure compliance with regulatory
      requirements and improve the control of the gaming
      operations;

   -- purchase of new slot machines that will replace more
      expensive leased machines and provide more current and
      enticing gaming options to maintain current customers and
      attract new customers leading to higher margins;

   -- development of a marketing database warehouse that will
      allow the Debtors to streamline promotional activity, reduce
      costs, and maximize profitability;

   -- general repair, maintenance, and improvements to the
      Debtors' properties' electrical, heating, plumbing, and
      ventilation systems; and

   -- investment in the necessary software and hardware to ensure
      complete transition from the Debtors' Kentucky operations
      and establish Las Vegas as the Debtors' corporate
      headquarters.

Even after making these capital expenditures, the Debtors expect
to have available cash of up to $20,000,000 at the end of June
2009, if the Debtors cease making payments of the interest
component of the adequate protection payments, Mr. Castellano
says.

Copies of the projected cash flows are available at no charge at

         http://researcharchives.com/t/s?3904

         http://researcharchives.com/t/s?3905

                 About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of
Tropicana Casinos and Resorts.  The company is one of the largest
privately-held gaming entertainment providers in the United
States.  Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada, and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856).  Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet.  Kirkland & Ellis LLP and Mark D.
Collins, Esq., at Richards Layton & Finger, represent the Debtors
in their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  Epiq Bankruptcy Solutions LLC is the Debtors'
Web site administration agent.  AlixPartners LLP is the Debtors'
restructuring advisor.

Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell
LLP represent the Official Committee of Unsecured Creditors in
this case.  Capstone Advisory Group LLC is financial advisor to
the Creditors' Committee.

Bankruptcy Creditors' Service, Inc., publishes Tropicana
Bankruptcy News.  The newsletter tracks the chapter 11
restructuring proceedings commenced by  Tropicana Entertainment
LLC and its affiliates.  (http://bankrupt.com/newsstand/or
215/945-7000)


TOUSA INC: Seeks June 22 Extension of Plan Filing Deadline
----------------------------------------------------------
TOUSA Inc. and its affiliate debtors' exclusive period to file a
Chapter 11 plan will expire on February 22, 2009.  The Debtors'
exclusive period to solicit acceptances of that plan will expire
on April 23, 2009.

Pursuant to Section 1121(d) of the Bankruptcy Code, the Debtors
ask the U.S. Bankruptcy Court for the Southern District of Florida
to extend:

  (i) their Exclusive Plan Filing Period; through and including
      June 22, 2009; and

(ii) their Exclusive Solicitation Period; through and including
      August 22, 2009.

The Debtors submitted to the Court their Joint Plan of
Reorganization and accompanying Disclosure Statement in October
2008.  During the filing of the Original Plan and Disclosure
Statement, the Debtors believed that the Plan represented a
compromise that was the best alternative available to maximize the
value of their businesses for all constituents. More importantly,
the Debtors designed the Original Plan to preserve the fraudulent
conveyance litigation for their unsecured creditors.  The Debtors
also remained committed to exploring any and all potential plan
alternatives that would build consensus and maximize value.

Since October 2008, the Debtors, the First Lien Lenders, the
Second Lien Lenders, and the Official Committee of Unsecured
Creditors have negotiated with another homebuilder or a "Plan
Investor" toward the terms of an alternative plan transaction,
according to Paul Steven Singerman, Esq., at Berger Singerman,
P.A., in Miami, Florida.  The Debtors provided the Court with a
high-level review of the "Alternative Plan" during a confidential
status conference on January 9, 2009, he reveals.   On
January 16, 2009, the Plan Investor notified the Debtors that the
diligence was close to being completed.  The Plan Investor also
insisted on a substantial purchase price reduction in connection
with the transaction, Mr. Singerman notes.  The Plan Investor
also indicated that a timetable delay of several weeks or even
more could be needed for it to finish its diligence and analysis.

As a result of the delay and substantial purchase price reduction
in connection with the Alternative Plan, the Debtors and their
creditor constituencies are once again considering all possible
plan alternatives in an effort to formulate and negotiate a
Chapter 11 plan that would maximize recoveries for all parties-
in-interest.  The Debtors subsequently hosted a meeting on
January 22, 2009, as attended by their major creditor
constituencies to discuss potential alternatives.  A follow-up
meeting is scheduled on February 5, 2009.

Mr. Singerman adds that the Official Committee of Unsecured
Creditors' complaint challenging the claims of the Debtors' First
Lien and Second Lien Lenders is extremely expensive and has
complicated the Debtors' plan process significantly.  In
connection with ongoing discussions among the constituencies
about the Alternative Plan, the Debtors have suggested that all
parties to the Committee Action aggressively explore cost-cutting
measures, including a potential stay of the Committee Action.
The Debtors have participated in sessions regarding discovery and
potential cost reductions, and have made suggestions to the Court
regarding cost limitation at a January 21, 2009 hearing.

Mr. Singerman notes that despite the fact that the homebuilding
industry continues to face adverse market conditions, the
Debtors' goal remains the same and that is "to formulate and
negotiate a Chapter 11 plan that will maximize recoveries for all
parties-in-interest to the extent possible."  The Debtors tell
Judge Olson they hope to be in a position to file a plan
supported by their constituents shortly, perhaps even before the
exclusive plan filing deadline on February 22, and to promptly
begin the vote solicitation process.

Against this backdrop, the Debtors deem it prudent to file a
motion seeking further extension of their Exclusive Periods to
preserve restructuring alternatives in the event the plan filing
and solicitation cannot be completed within the current time
provided.  The Debtors are engaged in confidential discussions
with their creditor constituencies regarding possible plan
alternatives and are expecting those discussions to continue.
The Debtors intend to update the Court with respect to plan
development, and reserve the right to supplement or to modify
their Extension Motion to reflect any development in plan
negotiations.

Mr. Singerman asserts that the size and complexity of the
Debtors' Chapter 11 cases alone warrant additional extension of
the Exclusive Periods.  These Chapter 11 cases involve 39 debtors
with assets and operations located at 10 different states.  On a
consolidated basis, the Debtors have nearly 50,000 potential
creditors, with $2 billion in funded debt and substantial
unsecured claims.  Moreover, multiple credit constituencies have
been formed and are actively involved in all aspects of the
Debtors' restructuring, which has required the Debtors and their
advisors to devote considerable time and attention to discussions
and preparation of requested information.

Mr. Singerman further notes that the Debtors and their
professionals have worked hard to ensure that these Chapter 11
cases proceed as quickly as possible given the current market and
industry conditions and the significant litigation costs entwined
with these cases.  Indeed, the Debtors and their professionals
have continued, since the Second Exclusivity Motion, to work
diligently to develop a Chapter 11 plan which will advance the
Debtors toward a successful emergence from Chapter 11.  The
proposed extensions of the Exclusive Periods will not harm
creditors because they will enable the Debtors and parties-in-
interest to negotiate a viable Chapter 11 plan, Mr. Singerman
maintains.  However, he contends, allowing the Exclusive Periods
to expire before the negotiation process has been completed would
defeat the very purpose of Section 1121, which is to provide
debtors a meaningful and reasonable opportunity to negotiate with
creditors and propose and confirm a Chapter 11 plan.  For these
reasons, an extension of the Debtors' Exclusive Periods is
necessary and warranted, he avers.

Mr. Singerman clarifies that the Debtors do not seek to extend
the Exclusive Periods in order to maintain leverage over a group
of creditors whose interests are being harmed by the Chapter 11
cases.  On the contrary, the Debtors have been working to resolve
critical issues in their cases for the ultimate benefit of their
creditor group as a whole.  The Debtors have made significant
progress in administering their Chapter 11 cases and working with
key creditor groups toward a viable Chapter 11 plan.  The
Exclusive Periods have enabled the Debtors to pursue this
difficult and necessary work without the distractions inherent in
addressing competing plans and attendant decline in the value of
their estates to the detriment of all creditors and parties-in-
interest, Mr. Singerman says.

To continue their progress toward a viable Chapter 11 plan, the
Debtors thus ask the Court to extend their Exclusive Periods.

                      About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No. 08-10928).
The Debtors have selected M. Natasha Labovitz, Esq., Brian S.
Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta, Esq., at
Kirkland & Ellis LLP; and Paul Steven Singerman, Esq., at Berger
Singerman, to represent them in their restructuring efforts.
Lazard Freres & Co. LLC is the Debtors' investment banker.  Ernst
& Young LLP is the Debtors' independent auditor and tax services
provider.  Kurtzman Carson Consultants LLC acts as the Debtors'
Notice, Claims & Balloting Agent.

TOUSA's direct subsidiary, Beacon Hill at Mountain's Edge LLC dba
Eagle Homes, filed for Chapter 11 Protection on July 30, 2008,
(Bankr. S.D. Fla. Case No.: 08-20746).  It listed assets between
$1 million and $10 million, and debts between $1 million and
$10 million.

The Official Committee of Unsecured Creditors hired Patricia A.
Redmond, Esq., and the law firm Stearns Weaver Weissler Alhadeff &
Sitterson, P.A., as its local counsel.

TOUSA Inc.'s balance sheet at June 30, 2008, showed total assets
of $1,734,422,756 and total liabilities of $2,300,053,979.

Bankruptcy Creditors' Service, Inc., publishes TOUSA Bankruptcy
News.  The newsletter tracks the chapter 11 proceeding undertaken
by TOUSA Inc. and its affiliates.  (http://bankrupt.com/newsstand/
or 215/945-7000)


TUBE CITY: S&P Affirms Corporate Credit Rating at 'B+'
------------------------------------------------------
Standard & Poor's Rating Services said it affirmed its ratings on
Glassport, Pennsylvania-based Tube City IMS Corp., including its
'B+' corporate credit rating.

In addition, S&P lowered the issue-level rating on the company's
senior secured term loan to 'B+', the same as the corporate credit
rating on the company, from 'BB' and changed the recovery rating
to '3', indicating the expectation of meaningful (50%-70%)
recovery in the event of a default, from '1'.

S&P removed all ratings from CreditWatch, where S&P placed them
with negative implications on Nov. 14, 2008.  The outlook is
negative.

The affirmation and CreditWatch removal reflect S&P's expectation
that despite the challenging operating conditions in the steel
industry that will likely continue during much of 2009 given the
combination of weak end-market demand and low production
utilization rates, Tube City's liquidity is expected to remain
adequate for the rating.

"However, S&P would expect the company's overall financial profile
to somewhat weaken in 2009 to a level that S&P would consider to
be weak for the current rating.  Specifically, S&P estimate that
debt to EBITDA could weaken to above 5.5x," said Standard & Poor's
credit analyst Maurice Austin.

The ratings on Tube City, a provider of on-site services to the
North American steel industry, reflect the company's vulnerable
business risk profile due to its limited diversity, exposure to
the cyclical steel industry, and customer concentration.  The
ratings also reflect the company's stable revenues and cash flow
provided through long-term contracts, a favorable niche business
position, and good margins.

The outlook is negative, reflecting S&P's expectation that the
company's overall financial profile will deteriorate somewhat
during 2009 as a result of the ongoing weakness in the global
steel market.  Specifically, the rating incorporates S&P's
expectation that debt to EBITDA will weaken to above 5.5x
during this period.  S&P could lower the ratings if steel industry
conditions deteriorate further or if aggressive debt-financed
spending on overseas expansion causes Tube City's financial
profile to weaken more than is expected -- more specifically, if
total debt to EBITDA were to weaken and be maintained above 6x.
S&P could revise the outlook to stable if the company can sustain
operating performance despite the challenging operating conditions
resulting in leverage being maintained below 5x.


U.S. ENERGY: Can Access Silver Point's Cash Collateral on Interim
-----------------------------------------------------------------
The Hon. Robert D. Drain of the United States Bankruptcy Court for
the Southern District of New York authorized U.S. Energy Systems
Inc. and its debtor-affiliates to use, on an interim basis, cash
collateral securing repayments of secured loan to Silver Point
Finance LLC, prepetition secured lender.  Access to cash
collateral will expired on Feb. 27, 2009.

The Debtors and the the lender entered into a credit and guaranty
agreement on May 31, 2007, under which the Debtors granted the
lender first-priority security interest in and liens upon
substantially all of:

   i) the Debtors' assets including cash and a pledge of all of
      the capital stock of each of their domestic subsidiaries
      and 65% of all the stock of each of its foreign
      subsidiaries; and

  ii) the guarantors' respective assets including their cash
      and a pledged of all of the capital stock of each of their
      respective domestic subsidiaries other than (a) the
      excluded subsidiaries; (b) Gasco Holdcos; and 65% of all of
      the capital stock of each of their respective foreign
      subsidiaries.

The Debtors owe about $83.8 million under the agreement excluding
all interest and unpaid fees as of their bankruptcy filing, papers
filed with the court confirmed.

The Debtors told the Court that they have an urgent need to
use cash collateral to continue their operations, pending the
consummation of a sale deal involving substantially all of their
assets to Silver Point or to another party.

Proceeds of the cash collateral will be used to provide sufficient
working capital to the Debtors to enable them to continue to
operate and fund the reorganization process for the benefit of all
of their creditors and stakeholders.

As adequate protection, the lender will be granted valid, binding
and enforceable security interest in and liens on all of the
Debtors' property and assets.

A full-text copy of the Debtors' cash collateral budget is
available for free at: http://ResearchArchives.com/t/s?38f9

                     About U.S. Energy

Based in Avon, Connecticut, U.S. Energy Systems, Inc., (Pink
Sheets: USEY) --  http://www.usenergysystems.com/-- owns green
power and clean energy and resources.  USEY owns and operates
energy projects in the United States and United Kingdom that
generate electricity, thermal energy and gas production.

The company filed for Chapter 11 protection on Jan. 9, 2008 (Bank.
S.D. N.Y. Case No. 08-10054).  Subsequently, 34 affiliates filed
separate Chapter 11 petitions.  Peter S. Partee, Esq., at
Hunton & Williams LLP, represents the Debtor in its restructuring
efforts.  Jefferies & Company, Inc., serves as the company's
financial advisor.  The Debtor selected Epiq Bankruptcy Solutions
LLC as noticing, claims and balloting agent.

On Jan. 26, 2009, U.S. Energy Biogas Corp. and eight of its
affiliates filed for Chapter 11 protection (Bankr. S.D. N.Y. Case
No. 09-10329).

The Official Committee of Unsecured Creditors has yet to be
appointed in these cases by the U.S. Trustee for Region 2.  When
the Debtors filed for protection from their creditors, they listed
total assets of $258,200,000 and total debts of $175,300,000.

                            *    *    *

According to the Troubled Company Reporter on Nov. 27, 2008, the
Debtors ask the Court to further extend their exclusive period to
solicit acceptances of their Chapter 11 plan until Feb. 27, 2009.


UNITED PANAM: Gets Covenant Waivers on $250MM Warehouse Line
------------------------------------------------------------
United PanAm Financial Corp. obtained temporary waivers from
insurance providers that insure UPFC's outstanding securitizations
regarding the approval of the appointment of James Vagim as UPFC's
chief executive officer and has also obtained temporary waivers
regarding a covenant that UPFC maintain a $250 million warehouse
line.  UPFC is continuing discussions with the insurance providers
to obtain permanent waivers, but there is no assurance UPFC will
obtain such waivers.  If UPFC is unable to obtain permanent
waivers or continued temporary waivers for both these items, then
each insurance provider may elect to enforce the various rights
and remedies that are governed by the different transaction
documents for each securitization, such as terminating the
company's servicing rights.

UPFC has historically used a warehouse facility to fund its
automobile finance operations to purchase automobile contracts
pending securitization.  The warehouse facility has now converted
to a term loan, which amortizes pursuant to a pre-determined
schedule, such that UPFC will pay all amounts owed under the
warehouse facility by October 16, 2009.  UPFC is currently
pursuing and evaluating alternative sources of financing and is
also considering additional sales of receivables on a whole-loan
basis.  At this time, there is no assurance UPFC will be able to
arrange for other types of financing or be able to sell
receivables on a whole-loan basis in the future.

As a result of the continued disruptions in the capital markets,
UPFC has continued its strategy to further downsize its operations
and reduce its branch footprint to lower expenses and meet
required liquidity needs.  During the quarter ended December 31,
2008, UPFC closed an additional 12 branches bringing the total
number of branches to 67 branches in operation as of December 31,
2008.  The closures of the 75 branches year-to-date resulted in a
decrease in the number of employees of approximately 460 or 40% of
the work force since December 31, 2007.  In addition, UPFC has
suspended new loan originations during the end of the third
quarter of 2008 and during the entire fourth quarter of 2008 to
allow UPFC's outstanding receivables to shrink to a level where
UPFC's capital base will be able to finance future originations at
lower advance structures available in the market.

On Monday, UPFC announced results for its fourth quarter and year
ended December 31, 2008.  For the quarter ended December 31, 2008,
UPFC reported net income of $690,000 compared to $365,000 for the
same period a year ago.  Interest income decreased 19.7% to $47.8
million for the quarter ended December 31, 2008 from $59.5 million
for the same period a year ago.  For the year ended December 31,
2008, UPFC reported a net loss of $451,000 compared to net income
of $10.6 million for the same period a year ago.  Interest income
decreased 4.7% to $218.6 million for the year ended December 31,
2008 from $229.5 million for the same period a year ago.

UPFC is a specialty finance company engaged in automobile finance,
which includes the purchasing and servicing of automobile
installment sales contracts originated by independent and
franchised dealers of used automobiles.  UPFC conducts its
automobile finance business through its wholly-owned subsidiary,
United Auto Credit Corporation.  At December 31, 2008, UPFC had
$794,768,000 in total assets and $635,065,000 in total
liabilities.


VELOCITY EXPRESS: Dec. 27 Balance Sheet Upside Down by $22 Mil.
---------------------------------------------------------------
Velocity Express Corporation (NASDAQ: VEXP) disclosed its
operating results for its quarter ended December 27, 2008.

Highlights:

   -- Third consecutive quarter of positive Adjusted EBITDA,
      despite economic downturn

   -- Gross margin improved 420 basis points from last year

   -- Successfully completed largest new customer start-up in
      company history. This new customer is now recommending
      Velocity to other retailers.

Vincent A. Wasik, Velocity's Chairman and Chief Executive Officer,
stated, "We are pleased to have achieved our third consecutive
quarter of positive Adjusted EBITDA despite the dramatic economic
slowdown. Gross margin continued to improve from year to year and
we continued to manage all other operating expenses in line with
revenue."

Financial Summary for the quarter:
                                           Quarters Ended
($000's)                           12/27/08   9/27/08   12/29/07
                                   --------   -------   --------
Revenue                             $65,749   $72,573    $86,101
Gross Profit before depreciation     18,468    19,711     20,608
Gross Margin % before depreciation    28.1%     27.2%      23.9%

Operating Expenses
included in Adjusted EBITDA          16,543    18,263     22,419

Adjusted EBITDA                      $1,925    $1,448    $(1,811)

Depreciation, Amortization,
Non-Cash Compensation and
Non-recurring Expenses for
Integration, Restructuring,
Litigation, Global Alliance
Strategic Transaction and
Debt Restructuring                    1,958     1,764      2,087

Loss from Operations                   $(33)    $(316)   $(3,898)

Revenue for the quarter ended December 27, 2008 was $65.7 million
compared to $72.6 million in the September quarter of 2008 and
$86.1 million in the December quarter of 2007.  The company
reported gross profit before depreciation for the quarter of $18.5
million, or 28.1% of sales, compared to $19.7 million, or 27.2%,
in the September quarter of 2008 and $20.6 million, or 23.9%, for
the same quarter last year.  Operating expenses included in
Adjusted EBITDA were $16.5 million, or 25.2% of sales, compared to
$18.3 million (25.2%) in the September quarter and $22.4 million
(26.0%) in the same quarter last year.  Adjusted EBITDA was $1.9
million compared to $1.4 million in the September 2008 quarter and
a ($1.8 million) loss for the December quarter last year.  The
operating loss for the December quarter was $33 thousand, compared
to a loss of $316 thousand in the September quarter and $3.9
million in the December 2007 quarter.

The company's calculation of Adjusted EBITDA for both the December
and September quarters includes adjustments for expenses we are
incurring for: (1) creation of the global alliance of domestic
time-definite package delivery companies in other countries around
the world, (2) certain non-recurring expenses associated with the
May 2008 debt re-structuring and (3) its wrongful termination
litigation against a former customer.  There were no such expenses
in the December quarter of 2007 although that quarter did include
$1.0 million of CD&L merger integration and restructuring charges.

As of December 27, 2008, the company's balance sheet showed total
assets of $92,779,000 and total liabilities of $115,383,000,
resulting in total shareholders' deficit of $22,604,000.

For the three months ended Dec. 27, 2008, the company posted a net
loss of $9,073,000.

A full-text copy of the company's press release including its
financial statements is available for free at:

                http://researcharchives.com/t/s?3902

                          Conference Call

Velocity will host a conference call to discuss the company's
second quarter results on Wednesday, February 11, 2009, at 9:00
a.m. ET after it files its Quarterly Report on Form 10-Q with the
Securities and Exchange Commission.

                       About Velocity Express

Headquartered in Westport, Connecticut, Velocity Express
Corporation (NASDAQ:VEXP) -- http://www.velocityexp.com/--
together with its subsidiaries, is engaged in the business of
providing time definite ground package delivery services.  The
company operates in the United States with limited operations in
Canada.  Its customers comprised of multi-location, blue chip
customers with operations in the healthcare, commercial and office
products, financial, transportation and logistics, technology and
energy sectors.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on December 5, 2008,
Ted Stone, Velocity's Chief Financial Officer stated in a
regulatory filing with the Securities and Exchange Commission,
that the company reported significant recurring losses from
operations over the past several years including in 2008 a loss of
approximately $56.1 million, which includes a goodwill impairment
charge of $46.7 million and a $13.9 million non-cash gain on the
extinguishment of debt.  "The company also used cash in operating
activities over the past several years, including $11.3 million in
2008.  However, for the three months ended Sept. 27, 2008, the
company generated $0.6 million in cash from operating activities.
As of Sept. 27, 2008, the company has negative working capital of
approximately $20.7 million and a deficiency in assets of $13.6
million.  Further, the company did not meet the minimum EBITDA
levels and minimum driver pay and purchased transportation
covenants contained in its credit agreement, as amended, at
various times during fiscal 2008 and 2009.  These conditions raise
substantial doubt about the company's ability to continue as a
going concern."


VELOCITY EXPRESS: To Seek Noteholders' Consent on New Credit Loan
-----------------------------------------------------------------
Velocity Express Corporation intends to meet with holders of its
12% Senior Secured Notes due 2010 to seek consent to a new credit
facility with a third party lender, which facility would replace
and increase the credit limit of its Existing Credit Facility.

On November 12, 2008, the company executed a commitment letter
with Burdale Capital Finance, Inc., an indirect U.S. subsidiary of
the Bank of Ireland, and, shortly thereafter, launched a consent
solicitation to the holders of the company's Senior Secured Notes
Due 2010 to obtain their consent for the Trustee of the Notes to
enter into a Fifth Supplemental Indenture and revised
Intercreditor Agreement to permit Velocity to close on the new
revolving credit facility.  Following feedback from the
bondholders, on January 26, 2009, the company and Burdale entered
into an amended and restated commitment letter with respect to a
new $17 million secured revolving credit facility to be provided
by Burdale, which the company hopes to consummate in the next two
weeks subject to Noteholder approval.

                     Existing Credit Facility

The company is party to a Credit Agreement with Wells Fargo
Foothill, Inc., dated December 22, 2006, as amended.  Under the
Waiver and Eleventh Amendment of such Credit Agreement dated
May 19, 2008, the company agreed to seek a commitment letter from
a third party lender to provide financing to the company in an
amount sufficient to prepay obligations to WFF under the Existing
Credit Facility.  The company has already paid fees of $400,000
since August 2008 for failing to meet certain timetables to obtain
such replacement financing, and may incur additional fees in the
future.

The company has $6.6 million in loans and $2.7 million in letters
of credit outstanding, and no additional borrowing availability,
under the Existing Credit Facility.  The company is required to
have a special reserve against available borrowing starting at
$1,000,000 and rising by $25,000 each week commencing on June 30,
2008, through November 30, 2008, by $37,500 per week from
December 1, 2008, to February 28, 2009, by $50,000 per week from
March 1, 2009 to May 31, 2009, and $62,500 per week from June 1,
2009, to December 31, 2009, or until the Existing Credit Facility
is paid in full.  In addition, Foothill increased the reserve by
an additional $362,500 this week over and above the reserve
amounts specified in the Eleventh Amendment.  The lack of
borrowing capacity, the special reserve and fees place significant
strain on the company's liquidity position, and make it difficult
to withstand economic downturns and competitive pressures.

                       Replacement Financing

The company has received the Commitment Letter from Burdale, which
the company believes to be beneficial to the company and the
holders of the Notes.  The Commitment Letter is subject to
numerous conditions including, without limitation, satisfaction of
certain financial covenants and final documentation.  The company
and Burdale have agreed to certain financial covenants which
reflect Velocity's current internal revenue forecasts as a result
of the current recession as well as its projected offsetting cost
savings.  Projected EBITDA for calendar 2009 is $20 million based
on a revenue forecast of $300 million which is driven by: (1)
increased volume from the healthcare industry (which represents
30% of total revenue) and (2) growth opportunities in store
replenishment for the retail industry, and (3) the United States
Postal Service WorkShare program including in-bound and out-bound
package volumes.

One of the material remaining conditions to the Burdale financing
as outlined in the Commitment Letter is the requirement for the
company to obtain the consent of holders of a requisite percentage
of its outstanding Notes to various aspects of the financing under
the Commitment Letter, including the amount of that financing
(currently contemplated to be a maximum of $17 million).  Another
condition of the Commitment Letter is that the trustee for the
Noteholders enters into a new intercreditor and subordination
agreement on behalf of the Noteholders, to replace the existing
Intercreditor Agreement, dated as of December 22, 2006, with Wells
Fargo Foothill, Inc.  The terms of the new intercreditor and
subordination agreement are less favorable to the Noteholders in
some respects than the existing terms.

At this time, the company is soliciting the Noteholders for their
consent to the transactions contemplated by the Commitment Letter,
including a Fifth Supplemental Indenture and a new Intercreditor
Agreement.  No assurance can be given that the company will obtain
the Noteholders consent required to effectuate the New Credit
Facility, the Fifth Supplemental Indenture and the new
Intercreditor Agreement, or that the company will otherwise
satisfy the conditions imposed by the Commitment Letter for the
Burdale financing.  Without Noteholders consent, the company will
not be able to consummate the Burdale financing.

                          Global Alliance

As reported previously, the company is working to develop a global
alliance of first-tier domestic delivery companies in a number of
countries, with the company as the anchor company in the United
States.  The global alliance being developed would launch a
worldwide delivery service, utilize the company's state of the art
technology throughout the supply chain for customers of alliance
members, and leverage customer relationships of each alliance
member to drive business to the alliance partners, thereby
increasing revenues for all alliance members.  The proposed terms
of the global alliance call for an investment by each prospective
alliance member, structured in a manner that may help the company
reduce its financial leverage.  At this time, several prospective
alliance members from Europe and Asia are conducting due diligence
evaluations and the company has been in negotiation with these and
other prospective partners in various countries around the world
toward the goal of achieving an alliance.  While these
negotiations appear to be advancing, no agreements have been
reached, and no assurances can be given that any alliance
arrangements will ever be consummated or what the structure or
terms of such an arrangement would be or whether the alliance
would operate successfully if agreement could be reached.

                       About Velocity Express

Headquartered in Westport, Connecticut, Velocity Express
Corporation (NASDAQ:VEXP) -- http://www.velocityexp.com/--
together with its subsidiaries, is engaged in the business of
providing time definite ground package delivery services.  The
company operates in the United States with limited operations in
Canada.  Its customers comprised of multi-location, blue chip
customers with operations in the healthcare, commercial and office
products, financial, transportation and logistics, technology and
energy sectors.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on December 5, 2008,
Ted Stone, Velocity's Chief Financial Officer stated in a
regulatory filing with the Securities and Exchange Commission,
that the company reported significant recurring losses from
operations over the past several years including in 2008 a loss of
approximately $56.1 million, which includes a goodwill impairment
charge of $46.7 million and a $13.9 million non-cash gain on the
extinguishment of debt.  "The company also used cash in operating
activities over the past several years, including $11.3 million in
2008.  However, for the three months ended
Sept. 27, 2008, the company generated $0.6 million in cash from
operating activities.  As of Sept. 27, 2008, the company has
negative working capital of approximately $20.7 million and a
deficiency in assets of $13.6 million.  Further, the company did
not meet the minimum EBITDA levels and minimum driver pay and
purchased transportation covenants contained in its credit
agreement, as amended, at various times during fiscal 2008 and
2009.  These conditions raise substantial doubt about the
company's ability to continue as a going concern."

As of December 27, 2008, the company's balance sheet showed total
assets of $92,779,000 and total liabilities of $115,383,000,
resulting in total shareholders' deficit of $22,604,000.


WESTMORELAND COAL: Names Alessi as Pres. & CEO After Lobb Resigns
-----------------------------------------------------------------
On January 26, 2009, D.L. Lobb Jr. notified the board of directors
of Westmoreland Coal Company of his resignation as President,
Chief Executive Officer and a director of the company effective as
of January 27, 2009.  There was no disagreement or dispute between
Mr. Lobb and the company that led to his resignation.

On January 26, 2009, the company elected Keith E. Alessi as its
Chief Executive Officer and President effective as of January 27,
2009.  Mr. Alessi, 54, currently serves as a director and Chairman
of the Board of the company's board of directors.  From May to
August 2007, Mr. Alessi served as the company's interim Chief
Executive Officer and President and served as its Chief Executive
Officer and President from August 2007 to April 2008.  Mr. Alessi
was also Chief Executive Officer of Lifestyle Improvement Centers,
LLC from April 2003 to May 2006.  From 1999 to 2007, Mr. Alessi
was an adjunct professor of law at The Washington and Lee
University School of Law and, since 2001, has been an adjunct
lecturer of business at the Ross School of Business at the
University of Michigan.  Mr. Alessi currently serves on the board
of directors and as chairman of the audit committee of H&E
Equipment Services, Inc., and is a member of the board of
directors and the audit committees of Town Sports International
Holdings, Inc. and MWI Veterinary Supply, Inc.

In connection with his appointment, the company has agreed to
provide Mr. Alessi with:

   -- Annual salary paid at a rate of $600,000 per year; and

   -- Bonus opportunity under the company's annual incentive plan
      of up to 70% of annual salary, with the bonus to be
      determined by the board of directors or the compensation
      and benefits committee in its discretion.

Headquartered in Colorado Springs, Colorado, Westmoreland Coal
company (AMEX: WLB) -- http://www.westmoreland.com/-- is an
independent coal company in the United States.  The company mines
coal, which is used to produce electric power, and the company
owns power-generating plants.  The company's coal operations
include coal mining in the Powder River Basin in Montana and
lignite mining operations in Montana, North Dakota and Texas.  Its
current power operations include ownership and operation of the
two-unit Roanoke Valley coal-fired power plant in North Carolina.

                          *     *     *

As of September 30, 2008, the company's balance sheet showed total
assets of $811,472,000 and total liabilities of $1,003,610,000,
resulting in total shareholders' deficit of $192,138,000.

The Troubled Company Reporter reported on April 30, 2008, that
KPMG LLP in Denver raised substantial doubt on Westmoreland Coal
Company's ability to continue as a going concern after auditing
the company's consolidated financial statements for the years
ended Dec. 31, 2007, and 2006.  The auditing firm pointed to the
company's recurring losses from operations, negative working
capital, and shareholders' deficiency.


WINDSOR FINANCING: Moody's Downgrades Ratings on Bonds to 'Ba3'
---------------------------------------------------------------
Moody's Investors Service downgraded Windsor Financing, LLC's
senior secured bonds due 2017 to Ba3 from Baa3 and downgraded
Windsor's subordinated secured notes due 2016 to B3 from Ba2.
There is currently approximately $206 million outstanding under
the senior secured bonds and approximately $39 million outstanding
under the subordinated secured notes.  The outlook is negative.

The downgrade reflects the deterioration in Windsor's cash flow,
which has resulted in poor financial performance relative to
Moody's expectations.  Financial performance has deteriorated
primarily because of the higher than expected levels of dispatch
resulting in higher than expected capacity factors.  In addition
the impact of higher coal prices through 2008 brought on by the
export market, created transportation bottlenecks interrupting
fuel deliveries and reducing inventory.  This resulted in
increasing the level of replacement power purchases, which led to
uneconomic dispatch.  At the same time, the coal suppliers trying
to take advantage of the export market were transporting coal
qualities marginally above the rejection specifications which led
to operating inefficiencies.  Based upon projections provided to
Moody's in early 2008, Moody's expected some improvement in
coverage ratios for 2008 and 2009 from the historic senior debt
service coverage ratios (Senior DSCR) of about 1.40 times;
however, the performance has fallen significantly below Moody's
expectations as a result of the aforementioned events.  The Senior
DSCR was 0.91x for year ended December 31, 2008, which
necessitated a $3.1mm draw on the Senior Debt Service Reserve LC,
out of a total Senior DSR LC of $16.99 million.

The Consolidated DSCR (inclusive of the subordinated secured
notes) was 0.81x for the year ended December 31, 2008.  The
Subordinated DSR LC of approximately $3.0 million has been fully
drawn.  The senior and consolidated DSCRs are forecast to be below
1.0x in 2009 as well, resulting in further draws under the Senior
DSR LC, leaving only about $3.0 million in availability by the end
of 2009.  The project is forecasting gradually improving coverage
ratios in 2010 and beyond.  To the extent available, the project
expects to be able to replenish the Senior DSR LC by 2013 with
free cash flow.

The negative outlook reflects the uncertainty associated with
these forecasts and commodity prices (although coal prices have
come down considerably from their peak in 2008), the low level of
the coverages and the fact that cash flow will remain under
pressure through 2009.  As a result, the project will no longer be
able to make scheduled payments to subordinated debt service until
approximately the 2013 time frame.  The ratings could come under
further downward pressure if the coverage ratios are even lower
than current forecast for 2009 and/or there are even higher draws
under the Senior DSR LC, thereby further reducing liquidity.

The wider notching on the subordinated secured notes reflects the
reduced liquidity now that the Subordinated DSR LC has been fully
drawn, and the increased potential for refinancing risk associated
with this tranche of debt as there is not now expected to be any
sub debt service for the next several years.  While failure to
make interest and amortization payments under the sub debt is not
an event of default, these amounts do accrete due to the accrual
of additional default interest, thus increasing the size of the
sub debt and the potential refinancing risk on the subordinated
notes.

Windsor Financing, LLC is the financing arm of Windsor's operating
subsidiaries Spruance Genco, LLC and Edgecombe Genco, LLC, which
own the power projects Richmond and Rocky Mount, respectively.
The Richmond project (Virginia) and the Rocky Mount project (North
Carolina) are both coal-fired, electric and steam generating
plants and have a combined generating capacity of approximately
330 megawatts.  The facilities operate as Qualifying Facilities
under PURPA and sell their electricity to Virginia Electric Power
Co (VEPCO: Baa1, senior unsecured), a subsidiary of Dominion
Resources, Inc. Both sell their steam output to manufacturing
facilities.

The last rating action on Windsor occurred on January 16, 2009,
when the project's ratings were placed under review for downgrade.


XIOM CORP: Sept. 30 Balance Sheet Upside Down by $796,876
---------------------------------------------------------
XIOM Corp. delivered to the Securities and Exchange Commission
its annual report for the year ended September 30, 2008, on
January 13, 2009.  The company filed an amended annual report two
weeks later on January 27, 2009.

In a letter dated January 12, 2009, to the Board of Directors and
Stockholders of XIOM Corp., Michael T. Studer CPA P.C., in
Freeport, New York, expressed substantial doubt about the
company's ability to continue as a going concern after auditing
the consolidated balance sheets of XIOM Corp. and subsidiary as of
September 30, 2008 and 2007 and the related consolidated
statements of operations, stockholders' equity (deficit), and cash
flows for the years then ended.

Mr. Studer pointed out that as of September 30, 2008, the
company's balance sheet showed total assets of $1,649,453 and
total liabilities of $1,775,930, resulting in total stockholders'
deficit of $796,876.  The company also had a minimal amount of
working capital.  Additionally, the company incurred a net loss of
$2,984,628 and $2,721,651 for the years ended September 30, 2008
and 2007, respectively.  "These factors raise substantial doubt
about its ability to continue as a going concern."

According to Mr. Studer, the increase in net loss of $262,977 or
10% was primarily related to the increase in gross profits offset
by the increase in general and administrative expenses.

"For the fiscal year ended September 30, 2008, the company had
$2,370,933 in sales and cost of sales of $1,483,288.  This is in
comparison to total sales of $933,194 and cost of sales of
$755,380 for fiscal year ended September 30, 2007.  Gross profit
for fiscal 2008 was $887,645 or 37%, an increase of $709,831 or
400% compared to the gross profit in fiscal 2007 of $177,184 or
19%.  This increase in sales and gross profit in fiscal 2008
results primarily from a significant increase in system and powder
sales compared to fiscal 2007."

"General and administrative expenses increased from $2,509,724 in
fiscal 2007 to $3,544,827 in fiscal 2008 by $1,035,103 or 41%.
This increase was due to additional consulting engineering expense
to refine the thermal spray process and coatings, as well as
financial consulting related to money raising activities,
marketing expenses and general overhead increases necessary to
accommodate the anticipated customer demand for the company's
products."

"Other expense decreased from $389,741 in fiscal 2007 to $327,446
in fiscal 2008.  This decrease of 62,295 or 16% was due to the
absence of $311,044 in losses on joint venture investments offset
by an increase of $248,749 in interest expense due to the
company's increased use of debt for financing purposes in fiscal
2008."

A full-text copy of the company's amended annual report is
available for free at: http://researcharchives.com/t/s?3906

                         About Xiom Corp.

Headquartered in West Babylon, New York, Xiom Corp. (OTC BB: XMCP)
-- http://xiom-corp.com/-- manufactures industrial based thermal
spray coating systems in the United States.  It offers XIOM 1000
Thermal Spray system, which is used to apply plastic powder
coatings on steel, aluminum, and non-ferrous substrates, as well
as on wood, plastic, masonry, and fiberglass.  The company also
offers plastic powders designed specifically for thermal spraying.
XIOM Corp. sells its spray systems directly to commercial
customers and coating contractors.  The company has introduced a
new high production rate spray gun, the XIOM 5000, which sprays up
to five times as fast as the current Xiom 1000 gun and has many
benefits over the present technology.


ZAMBRANO CORPORATION: Involuntary Chapter 11 Case Summary
---------------------------------------------------------
Alleged Debtor: Zambrano Corporation
                260 Alpha Drive
                RIDC Park
                Pittsburgh, PA 15238

Case Number: 09-20453

Type of Business: The Debtor is a corporation.

Involuntary Petition Date: January 26, 2009

Court: United States Bankruptcy Court
       Western District Of Pennsylvania (Pittsburgh)

Petitioner's Counsel: David K. Rudov, Esq.
                      Rudov & Stein
                      First and Market Building
                      100 First Avenue, Suite 500
                      Pittsburgh, PA 15222
                      Tel: (412) 281-7300
                      Fax: (412) 281-7305
                      Email: drudov@rudovstein.com


   Petitioners                   Nature of Claim    Claim Amount
   -----------                   ---------------    ------------
   Ryco, Inc.                        Trade Claim        $179,433

   Ryco Fire Protection              Trade Claim         125,098
     Service, LLC

   Zottola Steel Corp.               Trade Claim         148,423


* Moody's Corrects Press Release on Various Notes by Three Deals
----------------------------------------------------------------
Moody's Investors Service announced that it has corrected the
rating on these notes issued by three deals.  In the most recent
action on December 22, 2008 it was not reflected that, in addition
to the credit quality of the underlying collateral, the rating is
based on the long-term rating of the Put Counterparty and will
change as the long-term rating of the Put Counterparty changes.

Revised release:

Whitehawk CDO Funding, LTD.:

  -- Up to U.S.$870,000,000 Class A-1 MT Medium Term Floating Rate
     Notes, upgraded to Aa1; previously on 12/22/2008 A2 Placed
     Under Review for Possible Downgrade

  -- Up to U.S.$870,000,000 Class A-1 MM Money Market Floating
     Rate Notes, upgraded to Aa1; previously on 12/22/2008 Aa3
     Placed Under Review for Possible Downgrade

Davis Square Funding II, Ltd.:

  -- U.S.$75,000,000 Class A-1 MT-a Medium Term Floating Rate
     Notes Due 2039, upgraded to Aa1; previously on 12/22/2008 A2
     Placed Under Review for Possible Downgrade


  -- U.S.$120,000,000 Class A-1 MT-b Medium Term Floating Rate
     Notes Due 2039, upgraded to Aa1; previously on 12/22/2008 A2
     Placed Under Review for Possible Downgrade

  -- U.S.$75,000,000 Class A-1 MT-c Medium Term Floating Rate
     Notes Due 2039 , upgraded to Aa1; previously on 12/22/2008 A2
     Placed Under Review for Possible Downgrade

  -- U.S.$250,000,000 Class A-1 MT-d Medium Term Floating Rate
     Notes Due 2039, upgraded to Aa1; previously on 12/22/2008
     A2 Place Under Review for Possible Downgrade

  -- U.S. $548,000,000 Class A-1 MT-e Medium Term Floating Rate
     Notes Due 2039, upgraded to Aa1; previously on 12/22/2008 A2
     Placed Under Review for Possible Downgrade

Cheyne High Grade ABS CDO, Ltd.:

  -- U.S. 115,000,000 Class A-1 MTN-e, upgraded to Aa1; previously
     on 12/22/2008 A2 Placed Under Review for Possible Downgrade

In addition, these notes from the three deals have been downgraded
due to deterioration of the quality of the transaction's
underlying collateral pool:

Whitehawk CDO Funding, LTD.:

  -- U.S. $67,000,000 Class A-2 Floating Rate Notes, Downgraded to
     Ca; previously on 12/22/2008 A1 Placed Under Review for
     Possible Downgrade

  -- U.S. $35,000,000 Class B Floating Rate Notes, Downgraded to
     Ca; previously on 12/22/2008 Baa3 Placed Under Review for
     Possible Downgrade

  -- U.S. $6,000,000 Class C Floating Rate Deferrable Interest
     Notes, Downgraded to C; previously on 12/22/2008 Caa3 Placed
     Under Review for Possible Downgrade

  -- U.S. $7,000,000 Class D Floating Rate Deferrable Interest
     Notes, Downgraded to C; previously on 12/22/2008 Ca

  -- U.S. $15,000 Preference Shares with an aggregate liquidation
     preference amount of U.S.$15,000,000, Downgraded to C;
     previously on 4/15/2008 Ca

Davis Square Funding II, Ltd.:

  -- Class A-1 Long Term Floating Rate Notes Downgraded to Ba3
     Placed Under Review for Possible Downgrade; previously on
     12/22/2008 Baa1 Placed Under Review for Possible Downgrade

  -- U.S.$57,000,000 Class A-2 Floating Rate Notes Due 2039
     Downgraded to Ca; previously on 12/22/2008 B2 Placed Under
     Review for Possible Downgrade

  -- U.S.$54,000,000 Class B Floating Rate Notes Due 2039
     Downgraded to C; previously on 7/17/2008 Caa3 Placed Under
     Review for Possible Downgrade

  -- U.S.$15,000,000 Class C Floating Rate Notes Due 2039
     Downgraded to C; previously on 12/22/2008 B2 Placed Under
     Review for Possible Downgrade

  -- U.S.$25,000,000 Combination Notes Due 2039 Downgraded to Caa1
     Placed Under Review for Possible Downgrade; previously on
     12/22/2008 Baa2 Placed Under Review for Possible Downgrade

Cheyne High Grade ABS CDO, Ltd.:

  -- U.S. $0 Class A-1 LT Long Term Floating Rate Notes Due 2039,
     Downgraded to Baa3 Placed Under Review for Possible
     Downgrade; previously on 12/22/2008 A3 Placed Under Review
     for Possible Downgrade

  -- U.S. $23,000,000 Class A-2 Floating Rate Notes Due 2039,
     Downgraded to Ca; previously on 12/22/2008 Caa1 Placed Under
     Review for Possible Downgrade


* Bankruptcy Filings in Canada Increase 9% in November 2008
-----------------------------------------------------------
Equifax Canada has released the latest data from an economic
report developed by its Consulting Solutions team, which revealed
that Canadians in every region of the country are filing for
bankruptcy in increasing numbers.  The most recent bankruptcy data
as of Nov. 30, 2008, shows that consumer bankruptcies increased by
9% over the same period as a year earlier -- with 109,068
bankruptcy filings at the end of November 2008 compared to 100,253
bankruptcies at the end of November 2007.

As part of its in-depth analysis, Equifax compared the number of
consumer bankruptcies on a provincial and municipal level every
month from January 2003 to November 2008.

"With the extensive data we have, which includes the latest
Canadian financial, demographic, and marketing information,
Equifax has tremendous insight into our economy," said Nadim Abdo,
vice president of Equifax Consulting Solutions.  "Unfortunately,
our latest data illustrates that the weaker economy coupled with
high personal debt levels has led to an increasing number of
consumers declaring bankruptcy."

              Equifax Bankruptcy Data Findings

Canada

Bankruptcies are trending higher in all parts of Canada.  By
Nov. 30, 2008, total consumer bankruptcies (109,068) had already
surpassed, by 1.6%, the total amount of bankruptcies for all of
2007 (107,312).

The average loss per consumer resulting from bankruptcy had
increased most significantly in October & November of 2008,
reaching $33,000 (excluding mortgage debt) from $31,000 per
consumer in January 2008.

Western Canada

Western Canada experienced a 4.2% increase in bankruptcies between
November 30 2007 (19,053) and November 2008 (19,863).

In the first and second quarter of 2008, consumer bankruptcies for
Calgary were at their lowest in five years, but by November 2008,
the year-to-date total was 12% higher than the same time a year
earlier (November 2007 had 2,292 filings compared to November
2008's 2,588 filings).

In the first and second quarter of 2008, consumer bankruptcies for
Edmonton were at their lowest in five years, but by November 2008,
the year-to-date total was 17% higher than the same time a year
earlier (November 2007 had 2,406 filings compared to November
2008's 2,836 filings).

In the first and second quarter of 2008, consumer bankruptcies for
Vancouver were at their lowest in five years, but by November
2008, the year-to-date total was 6% higher than the same time a
year earlier (November 2007 had 3,790 filings compared to November
2008's 4,026 filings).

Ontario

Ontario's consumer bankruptcies were trending upwards in 2008 and
the year-to-date total on November 2008 was 10.5% higher than the
same period in 2007 (November 2007 had 42,770 filings compared to
November 2008's 47,272 filings).

Consumer bankruptcies for Toronto in 2008 have far exceeded those
experienced in the past five years and the year-to-date total at
November 2008 was 8% higher than a year earlier (November 2007 had
11,276 filings compared to November 2008's 12,161 filings).

Quebec

Quebec's consumer bankruptcies were trending upwards in 2008 and
the year-to-date total on November 2008 was 10% higher than the
same period in 2007 (November 2007 had 29,130 filings compared to
November 2008's 32,043 filings).

Consumer bankruptcies for Montreal in 2008 have far exceeded those
experienced in the past 5 years and the year-to-date total at
November 2008 was 11.5 % higher than a year earlier (November 2007
had 12,914 filings compared to November 2008's 14,405 filings).

Maritimes and Newfoundland

Since the second quarter of 2008, bankruptcies in the Maritimes
and Newfoundland had reached five-year highs and the year-to-date
total at November 2008 was 6.5 % higher than a year earlier
(November 2007 had 9,222 filings compared to November's 9,824
filings).


* FTI Promotes 10 Professionals to Senior Managing Director
-----------------------------------------------------------
FTI Consulting, Inc. (NYSE: FCN), announced the promotion of 10
professionals to the title of senior managing director.

"I would like to congratulate these ten exemplary professionals on
their accomplishments and in achieving the highest level of
distinction among FTI professionals," said Executive Vice
President and Chief Operating Officer, Dominic DiNapoli.  "These
individuals have shown outstanding leadership, especially amid
this challenging environment, and have each played an integral
role in driving our business development efforts.  We look forward
to their ongoing contributions as we continue to grow and evolve
our firm."

The new senior managing directors are:

(1) David Alfaro
    Technology, San Francisco

Since joining FTI in 2003 as part of the KPMG Dispute Advisory
Services acquisition, David Alfaro has provided testimony in cases
involving alleged breach of fiduciary obligation, fraud, RICO,
inappropriate fee practices, failure to escheat unclaimed
property, conflicts of interest related to investment practices
and limited partnerships.  Mr. Alfaro has extensive experience in
the use of technology in dispute resolution, including a
specialization in complex, data-intensive analyses focused on
class actions, government investigations and bankruptcies, and in
a wide variety of industries, including financial services,
manufacturing, government and higher education.  Prior to joining
KPMG, he held senior roles with Arthur Andersen, where he worked
for ten years and last served as a senior manager specializing in
litigation support and complex data, as well as with Bank of
America in the commercial banking area.

(2) Mark Dewar
    Corporate Finance/Restructuring, London

Mark Dewar has played a leadership role in building the European
Corporate Finance business and developing the FTI brand in the UK
since joining FTI in 2007.  He has nearly a decade of experience
principally advising corporations, private equity investors and
junior debt providers involved in stressed or distressed
situations.  Mr. Dewar focuses on the debtor side of the European
restructuring market, advising private equity investors and
management teams during periods of stress or underperformance.  He
has also worked for a varied pool of stakeholders in a number of
situations, including both traditional and distressed private
equity investors.  Mr. Dewar's most significant client role at FTI
includes a project involving a large residential loan servicer,
where he serves as the European lead working with a US-based
debtor advisory team.  He was previously a director in Ernst &
Young's Corporate Restructuring practice in London and an audit
manager in Brisbane, Australia.  He has also worked as a financial
analyst for Sema Group in London and Atlanta and for Credit Suisse
First Boston in New York.

(3) Ryan Johnson
    Technology, Pittsburgh

Ryan Johnson is part of FTI's Technology segment, specializing in
software development and litigation support through technology and
database development.  During his time at FTI, he has effectively
provided software solutions for cases in federal and state
jurisdictions across the United States including Pennsylvania,
Washington, DC, New Jersey, New York, California and Texas. Most
notably, he provided support and solutions for a major domestic
pharmaceutical manufacturer whose review team numbered more than
500 and whose evidentiary-page count exceeded 500 million.  Prior
to joining FTI in 2005, Mr. Johnson spent six years at eData where
he provided database design, development and performance
consulting on various engagements.  He has also held positions at
US West, where he designed a complex billing and call center
tracking application that combined data from several different
UNIX and Windows sources, and at Parsons Brinckerhoff where he was
the database developer responsible for developing and maintaining
several project level Web portals for many large and complex
engineering projects.

(4) James (Tad) Schweikert
    Corporate Finance/Restructuring, Atlanta

As a member of FTI's Healthcare Supply Chain practice of its
Corporate Finance/Restructuring segment James (Tad) Schweikert has
been instrumental in the team's development through his work in
recruiting and developing the supply chain team, leading client
engagements, building methodology and developing tools that
support the ongoing productivity and capabilities of the practice.
Prior to joining FTI in 2006, Mr. Schweikert was the Southeast
Region Supply Chain Leader at Navigant Consulting, and he has
served in business development roles for Intelligent Design
Solutions and Intelliseek, as a senior manager at Arthur Andersen
and as an administrative resident at Northside Hospital.

(5) Wendy Shapss
    Forensic and Litigation Consulting, New York

Wendy Shapss is a member of FTI's Insurance Services Group and
specializes in litigation consulting, forensic accounting, fraud
and financial investigations and bankruptcy consulting.  She has
more than 16 years of experience in accounting, auditing, fraud
and financial-based matters and has conducted multiple forensic
investigations in connection with cases involving fraudulent
accounting activity by management and diversions of funds by
fiduciaries.  In one of her high profile engagements, Ms. Shapss
led the team assisting a Special Audit Master in a complex
arbitration involving four major international reinsurance
companies each represented by a leading law firm, where
substantial recoveries were at risk.  The arbitration was recently
recognized by a noted reinsurance publication.  Ms. Shapss joined
FTI in 1998 with the acquisition of Kahn Consulting, and
previously worked as a senior auditor at Price Waterhouse.

(6) Simon Strong
    Forensic and Litigation Consulting, Miami

Simon Strong is a leader of FTI's Ibero-America Region
headquartered in Miami, where he conducts major, complex and
highly sensitive corporate and financial investigations in Central
and South America.  His work ranges from competitive intelligence
to internal investigations, financial fraud, asset searches,
homicide and money laundering.  At FTI, Mr. Strong has assisted
sovereign governments with worldwide asset searches of deposed
leaders and provided political and business intelligence to the
petroleum industry throughout the continent.  Mr. Strong joined
FTI in 2007 with the acquisition of the Holder International, Inc.
Prior to joining Holder International, he was the Head of
Operations for the Andean and Central American Region for Kroll.
Mr. Strong previously established his own business intelligence
and investigations company serving banks and corporations in the
energy and mining sectors.  He has written books on Peru and
Colombia, and has worked as a journalist for several prestigious
international media companies including the Financial Times, BBC,
New York Times and The Economist Intelligence Unit.

(7) Daryl Teshima
    Technology, Los Angeles

Daryl Teshima's expertise is in legal knowledge management. He
counsels law firms and companies on how to effectively utilize
technology when responding to document and data discovery requests
in civil litigation and government investigations.  During his
career, Mr. Teshima has innovated several technological
developments, including the "EDIT" tool for internal use, the use
of Groove for project management, frameworks for proactive service
delivery, unique cost and time cutting approaches for second
requests, and the Evident SharePoint project management portal.
Mr. Teshima joined FTI in 2008 as a part of the acquisition of
Strategic Discovery, which he co-founded in 2002 and served as its
Vice President.  He previously worked for Gibson, Dunn & Crutcher
LLP where he was Director of Practice Systems and the lead
knowledge management lawyer.  Mr. Teshima has published over fifty
articles on legal technology and served as the Editor-in-Chief of
Law Office Computing.

(8) Conor Tully
    Corporate Finance/Restructuring, New York

Conor Tully has more than 14 years of experience in providing
clients with strategic planning, merger and acquisition advisory
as well as business advisory and analysis in both distressed and
healthy company situations.  He specializes in corporate
restructuring and has significant experience working for all major
constituents in both in-court and out-of-court restructuring
transactions across many varied industries.  Prior to joining FTI
in 2004, he started his professional career in the audit practice
of Ernst & Young before moving into the firm's Restructuring and
Corporate Finance groups.

(9) Harvey Weinreb
    Corporate Finance/Restructuring, New York

Harvey Weinreb is one of the leaders of the Business Tax group of
FTI's Real Estate Advisory Group (SMG) of its Corporate
Finance/Restructuring segment and formed the business tax practice
in the NYC office.  He has more than 35 years experience in the
real estate industry, specializing in the taxation and structuring
of real estate partnerships, private equity funds and REITs.  His
other areas of expertise include financial instruments and
reporting for foreign investments and investors.  Mr. Weinreb has
been integral to the diligence and structuring of portfolio
transactions over the past two years in excess of
$10 billion.  Mr. Weinreb joined FTI in 2008 as part of the SMG
acquisition and was previously a Tax Principal in Ernst & Young's
New York Real Estate Practice, serving public and private REITs
and opportunity fund clients, investing both domestically and
internationally.  Mr. Weinreb has also served as Director of
Taxation for Arlen Realty & Development Corporation, a $2 Billion
NYSE real estate company.

(10) Stuart Witchell
     Forensic and Litigation Consulting, Tokyo

Stuart Witchell is responsible for directing the Forensic and
Litigation Consulting business and operations in Japan.  His
expertise includes managing complex investigations, business
intelligence and risk mitigation consulting assignments on behalf
of major foreign and Japanese corporations.  Since joining FTI in
2007 as part of the International Risk Ltd acquisition, Mr.
Witchell has provided expert advise in non-financial due diligence
investigations for foreign companies considering investment in
Japan and for Japanese companies investing outside of Japan.  In
addition, he has worked on major fraud and other financial
investigations in Japan and the Asian region; business
intelligence assignments in Japan including hostile take-over
advisory work; brand protection issues facing Japanese
corporations; anti-dumping cases and a variety of crisis
management projects.  Prior to joining International Risk, Mr.
Witchell was with the British Government's Foreign and
Commonwealth Office where he served in the diplomatic corps.  His
overseas appointments as a diplomat included Warsaw, East Berlin,
The Hague, Kuala Lumpur and Tokyo.

                       About FTI Consulting

FTI Consulting, Inc. -- http://www.fticonsulting.com/-- is a
global business advisory firm dedicated to helping organizations
protect and enhance enterprise value in an increasingly complex
legal, regulatory and economic environment.  With more than 3,000
employees located in most major business centers in the world, the
company works closely with clients every day to anticipate,
illuminate, and overcome complex business challenges in areas such
as investigations, litigation, mergers and acquisitions,
regulatory issues, reputation management and restructuring.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------
                                              Total
                                             Share-      Total
                                   Total    holders    Working
                                  Assets     Equity    Capital
   Company         Ticker          ($MM)      ($MM)      ($MM)
   -------         ------         ------    -------    -------
ABSOLUTE SOFTWRE   ABT CN           107         (3)        31
APP PHARMACEUTIC   APPX US        1,105        (42)       260
ARBITRON INC       ARB US           162         (9)       (39)
BARE ESCENTUALS    BARE US          272        (25)       125
BLOUNT INTL        BLT US           485        (20)       119
BOEING CO          BA US         53,801     (1,264)    (4,944)
BOEING CO          BAB BB        53,801     (1,264)    (4,944)
BOEING CO-CED      BA AR         53,801     (1,264)    (4,944)
CABLEVISION SYS    CVC US         9,717     (4,966)    (1,583)
CENTENNIAL COMM    CYCL US        1,432     (1,021)       101
CHENIERE ENERGY    LNG US         3,049       (266)       423
CHENIERE ENERGY    CQP US         2,021       (312)       179
CHOICE HOTELS      CHH US           350        (91)        (8)
CLOROX CO          CLX US         4,587       (364)      (396)
CV THERAPEUTICS    CVTX US          392       (226)       286
DELTEK INC         PROJ US          188        (62)        34
DISH NETWORK-A     DISH US        7,177     (2,129)    (1,318)
DOMINO'S PIZZA     DPZ US           441     (1,437)        84
DUN & BRADSTREET   DNB US         1,642       (554)      (206)
DYAX CORP          DYAX US           91        (28)        33
ENERGY SAV INCOM   SIF-U CN         464       (263)       (92)
EXELIXIS INC       EXEL US          255        (23)        (1)
EXTENDICARE REAL   EXE-U CN       1,621        (31)       125
FERRELLGAS-LP      FGP US         1,510        (12)      (114)
GARTNER INC        IT US          1,115        (15)      (253)
GENCORP INC        GY US          1,014        (22)        66
GENERAL MOTO-CED   GM AR        110,425    (58,994)   (18,461)
GENERAL MOTORS     GM US        110,425    (58,994)   (18,461)
HEALTHSOUTH CORP   HLS US         1,980       (874)      (218)
IMAX CORP          IMX CN           238        (91)        41
IMAX CORP          IMAX US          238        (91)        41
INCYTE CORP        INCY US          265       (177)       216
INDEVUS PHARMACE   IDEV US          263       (130)        19
INTERMUNE INC      ITMN US          206        (92)       134
ION MEDIA NETWOR   IION US        1,137     (1,621)        96
KNOLOGY INC        KNOL US          647        (44)        13
LINEAR TECH CORP   LLTC US        1,498       (306)       991
MEDIACOM COMM-A    MCCC US        3,688       (279)      (311)
MOODY'S CORP       MCO US         1,694       (894)      (331)
NATIONAL CINEMED   NCMI US          569       (476)        86
NAVISTAR INTL      NAV US        10,390     (1,495)     1,660
NPS PHARM INC      NPSP US          202       (208)        90
OCH-ZIFF CAPIT-A   OZM US         2,224       (173)         -
OSIRIS THERAPEUT   OSIR US           29         (8)       (14)
OVERSTOCK.COM      OSTK US          145         (4)        33
PALM INC           PALM US          661       (151)       (40)
REGAL ENTERTAI-A   RGC US         2,557       (224)      (112)
REVLON INC-A       REV US           877       (999)         8
ROTHMANS INC       ROC CN           545       (213)       102
SALLY BEAUTY HOL   SBH US         1,527       (697)       367
SONIC CORP         SONC US          818        (55)        (9)
SUCCESSFACTORS I   SFSF US          168         (3)         4
SUN COMMUNITIES    SUI US         1,222        (28)         -
SYNTA PHARMACEUT   SNTA US           91        (35)        58
TAUBMAN CENTERS    TCO US         3,182        (20)         -
TEAL EXPLORATION   TEL SJ            70        (36)       (80)
THERAVANCE         THRX US          255       (125)       184
UAL CORP           UAUA US       20,731     (1,282)    (1,583)
UST INC            UST US         1,402       (326)       237
WEIGHT WATCHERS    WTW US         1,110       (901)      (270)
WESTERN UNION      WU US          5,504        (90)       319
WR GRACE & CO      GRA US         3,754       (179)       970



                            *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

The Sunday TCR delivers securitization rating news from the week
then-ending.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                            *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa,
Sheryl Joy P. Olano, Carlo Alejandro B. Fernandez, Christopher
G. Patalinghug, and Peter A. Chapman, Editors.

Copyright 2009.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail.  Additional e-mail subscriptions for members of the same
firm for the term of the initial subscription or balance thereof
are $25 each.  For subscription information, contact Christopher
Beard at 240/629-3300.

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